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Web linking license agreement

THIS WEB LINKING LICENSE AGREEMENT (this "Agreement") is made by and between AUTOINSPECT.US and you (the "Applicant"). The Applicant is agreeing to the terms of this Agreement because the Applicant desires to display AUTOINSPECT's logo on its website and to allow visitors to Applicant's website to navigate directly to AUTOINSPECT.US's website. AUTOINSPECT.US desires to permit Applicant to display such logo and to permit such visitors to access AUTOINSPECT.US's website, such to the terms and conditions of this Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Grants. Subject to the terms and conditions of this Agreement, AUTOINSPECT.US hereby grants to Applicant the non-exclusive right to establish on its website a hyperlink to AUTOINSPECT.US's website. In that regard and subject to the terms of conditions of this Agreement, AUTOINSPECT.US grants to Applicant the non-exclusive, non-transferable royalty-free right and license to use the word AUTOINSPECT.US in combination with AUTOINSPECT.US's proprietary logo design (the "Licensed Mark") solely for use on the Applicant's website for the purpose of establishing a hyperlink to AUTOINSPECT.US's website. The license granted herein may not be sublicensed or assigned by Applicant without AUTOINSPECT.US prior written consent

2. Ownership of Licensed Marks. Applicant acknowledges AUTOINSPECT.US's exclusive right, title, and interest in and to the Licensed Mark, and all other service marks, logos, graphic designs, images, trade names, trade dress and text used by AUTOINSPECT.US in connection with its business (the "Proprietary Materials"), and agrees that Applicant will do nothing inconsistent with AUTOINSPECT.US's ownership of the Licensed Mark and the Proprietary Materials, and that all use of the Licensed Mark by Applicant shall inure to the benefit of AUTOINSPECT.US. Applicant agrees, represents and warrants to AUTOINSPECT.US that it will not use any Proprietary Materials unless given specific written permission by AUTOINSPECT.US, in which case such uses shall be subject to this Agreement and treated on the same basis as the Licensed Mark. This Agreement shall not create on Applicant's behalf any right, title or interest in or to the Licensed Mark other than the non-exclusive license to use the same as set forth herein.

3. Quality Standards. Applicant agrees that the nature and quality of all advertising utilizing the Licensed Mark rendered by Applicant shall at all times conform to standards set by AUTOINSPECT.US from time to time and be subject to the approval of AUTOINSPECT.US, and that Applicant will comply with all applicable laws and regulations and obtain all governmental approvals in connection with the operation of its business. Without limiting the foregoing, Applicant shall not edit, discolor, modify, disproportion or alter the Licensed Mark in any way. AUTOINSPECT.US may issue additional requirements or guidelines for the usage of its Licensed Mark at any time and from time to time, and Applicant shall at all times adhere to such requirements or guidelines as a condition of using the Licensed Mark. Applicant agrees to cooperate in facilitating AUTOINSPECT.US's control of the quality of advertising rendered by Applicant under the Licensed Mark. Applicant shall notify AUTOINSPECT.US of any potential infringements or imitations of the Licensed Mark or any other Proprietary Materials of which Applicant becomes aware. AUTOINSPECT.US, in its sole discretion, shall have the sole right, but not the obligation, to challenge unauthorized uses of the Licensed Mark or any other Proprietary Materials.

4. Form of Use. Applicant agrees to use the Licensed Mark only in the form and manner and with appropriate legends as prescribed from time to time by AUTOINSPECT.US, and not to use any other registered or unregistered trade name, trademark or service mark in combination with the Licensed Mark without the prior written consent of AUTOINSPECT.US. AUTOINSPECT.US shall have the right to approve in its sole discretion the "art" (including colors and font styles) for all uses of the Licensed Mark. Applicant shall furnish to AUTOINSPECT.US, for its prior approval, samples of all documents, instruments, advertising copy, print and other media ads and any other material which Applicant proposes to use in connection with any uses of the Licensed Mark before the commencement of actual use of such material. Notwithstanding the foregoing, uses of the Licensed Mark in the version hereby provided to Applicant (i.e., use of the AUTOINSPECT.US - provided logo codes without alteration), solely on the Applicant's website for the purpose of establishing a hyperlink to AUTOINSPECT.US's website in accordance with the terms and conditions of this Agreement, shall not require AUTOINSPECT.US's prior approval.

5. Termination. AUTOINSPECT.US or Applicant may terminate this Agreement and the license hereby granted at any time upon notice to the other party. Upon termination of this Agreement, Applicant shall promptly discontinue any and all use of the Licensed Mark and any hyperlink from its website to AUTOINSPECT.US's website. Upon termination of this Agreement, all rights in the Licensed Mark and associated goodwill shall remain the property of AUTOINSPECT.US. Nothing herein shall be construed to require AUTOINSPECT.US to continue to license the Licensed Mark to Applicant, nor to imply a grant of any other license to Applicant for uses of any of the Proprietary Materials (except the specific logo identified as the Licensed Mark), and all such rights are specifically reserved by AUTOINSPECT.US.

6. Representations and Warranties of Applicant. Applicant represents and warrants to AUTOINSPECT.US as of and during the term of this Agreement, and covenants and agrees that: (a) Applicant is duly organized, validly existing and in good standing and is duly qualified and licensed to do business and to carry out its obligations under this Agreement, and that the execution, delivery and performance of this Agreement does not violate any existing agreement to which Applicant is a party or by which Applicant is bound; (b) Applicant, and all activities of Applicant related to the internet, its business and/or this Agreement, will not violate any applicable foreign, federal, state and/or local laws or regulations, including, but not limited to, any laws or regulations relating to unsolicited electronic advertisements or messages (i.e., "spam"); (c) Applicant, and all activities of Applicant related to the internet, its business and/or this Agreement, will not violate (1) any internet service provider (ISP) agreement between Applicant and any ISP and/or any policies and procedures of any such ISP; and (2) any domain name registration agreement between Applicant and any domain name registrar and/or any policies and procedures of any such registrar; (d) Applicant is solely responsible for the operation and maintenance of any website that it may operate and for all content on Applicant's website and for all costs and expenses related thereto; (e) except with respect to the Licensed Mark: (1) Applicant is the owner of and has and shall have all right, title and interest in and to Applicant's website and to any advertisements, messages or content used by Applicant, or (2) all advertisements, messages or content used by Applicant does not and will not infringe or misappropriate any patent, trademark, copyright, trade secret or other proprietary right of any third party; (f) any software or advertisements, messages or content utilized by Applicant in the performance of its business (including, but not limited to, the performance of any of its activities related to this Agreement) does not and will not infringe or misappropriate any patent, trademark, copyright, trade secret or other proprietary right of any third party; and (k) Applicant's Website and/or any advertisements, messages or content utilized by Applicant in the performance of its business does not and will not contain any content that is in any way unlawful, libelous, harmful, obscene, harassing, or racially, ethnically, or otherwise objectionable.

7. Indemnification. Applicant agrees to indemnify and hold harmless AUTOINSPECT.US and its stockholders, members, partners, directors, officers, employees and agents (each, a " AUTOINSPECT.US Indemnified Party" and collectively, the " AUTOINSPECT.US Indemnified Parties") from and against (and will pay upon demand each CARCHEX Indemnified Party the amount of) any and all losses, liabilities, claims, costs (including costs of investigation and defense), damages and expenses (including attorneys= fees) which any AUTOINSPECT.US Indemnified Party may sustain resulting from, arising out of, relating to or caused by (a) any breach by Applicant of any covenant or other agreement of Applicant contained in this Agreement; (b) any breach of any representation or warranty made by Applicant in this Agreement and (c) any pending or threatened suit, action, proceeding, claim or investigation against AUTOINSPECT.US which relates to Applicant's activities related to the internet and/or its business. In connection with any suit, action, proceeding, claim or investigation that may give rise to an obligation of Applicant to indemnify a AUTOINSPECT.US Indemnified Party, the AUTOINSPECT.US Indemnified Party shall have the exclusive right, at its option, to defend, compromise and/or settle the suit, action, proceeding, claim or investigation, and the Applicant shall be bound by the determination of any suit, action, proceeding, claim or investigation so defended or any compromise or settlement so effected. The remedies provided in this section are not exclusive of and do not limit any other remedies that may be available to any AUTOINSPECT.US Indemnified Party.

8. Equitable Relief. Applicant acknowledges and agrees that any breach of the provisions of this Agreement by Applicant will cause irreparable harm to AUTOINSPECT.US. Accordingly, Applicant acknowledges and agrees that AUTOINSPECT.US shall be entitled, in addition to any other remedies that may be available at law or in equity (including, without limitation, monetary damages), to obtain injunctive or other equitable relief in connection with any breach or threatened breach thereof, without the necessity of posting bond or other security, and shall be entitled to recover reasonable attorneys' fees and expenses. Applicant hereby agrees to waive the defense that there is an adequate remedy at law in any action, suit, or proceeding relating to such injunctive or other equitable relief.

9. DISCLAIMER. AUTOINSPECT.US MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO APPLICANT WITH REGARD TO THE LICENSED MARK AND/OR ANY GOODS AND/OR SERVICES PROVIDED BY AUTOINSPECT.US THROUGH ITS WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT OR ACCURACY, NON-INFRINGEMENT, QUIET ENJOYMENT OR TITLE. IN ADDITION, AUTOINSPECT.US MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF AUTOINSPECT.US'S WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

10. Limitation of Remedy. In no event shall AUTOINSPECT.US be liable to Applicant or to Applicant's stockholders, members, partners, managers, directors, officers, employees or agents for consequential, exemplary, special, indirect, incidental or punitive damages, including, without limitation, lost profits or opportunity costs even if AUTOINSPECT.US was notified of the possibility or likelihood of such damages occurring. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence). In jurisdictions that prohibit the exclusion or limitation of liability for consequential, incidental or other damages, the liability of AUTOINSPECT.US is limited to the greatest extent permitted by law.

11. Entire Agreement. This Agreement contains the entire agreement between CARCHEX and the Applicant with respect to the subject matter hereof and supersedes all prior oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreements, contracts, and the like between the parties. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

12. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

13. Waiver. The failure of AUTOINSPECT.US to enforce any provision of this Agreement shall not be construed as a waiver or limitation of AUTOINSPECT.US's right to subsequently enforce and compel strict compliance with that provision or any other provision of this Agreement.

14. Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the UK. Any suit, action or proceeding against a party to this Agreement brought by another party with regard to this Agreement or the rights and obligations of the parties under this Agreement shall be brought in the Court of the state of Florida, located in Miami. The parties hereby irrevocably consent to the jurisdiction of the aforementioned courts. In addition, and notwithstanding the foregoing, Applicant irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon Applicant and may be enforced in any court in which Applicant is subject to jurisdiction by a suit upon such judgment.

15. WAIVER OF TRIAL BY JURY. APPLICANT AND AUTOINSPECT.US WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION OR PROCEEDING, WHETHER IN TORT, CONTRACT OR OTHERWISE, IN WHICH ANY SUCH PARTY, OR ANY SUCCESSOR OR ASSIGN OF SUCH PARTY, ARE PARTIES, AS TO ALL MATTERS AND THINGS ARISING OUT OF OR RELATING, DIRECT OR INDIRECTLY, TO THIS AGREEMENT AND THE RELATIONS BETWEEN THE PARTIES HEREUNDER.

16. Parties in Interest. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by Applicant and AUTOINSPECT.US and their respective successors, heirs, legatees, personal representatives and permitted assigns permitted by this section. No assignment, delegation or other conveyance of this Agreement or of any rights or obligations hereunder may be made by Applicant (by operation of law or otherwise) without the prior written consent of AUTOINSPECT.US. AUTOINSPECT.US may assign, delegate or otherwise convey its rights and obligations under this Agreement to any other party.

17. Notices. All notices, requests, consents, demands or other communications given under this Agreement shall be in writing and shall be deemed duly given and received (a) upon personal delivery to the party to whom it is directed; (b) seven days after being sent by certified or registered mail return receipt requested, to the party to whom it is directed, postage and charges pre-paid; (c) one business day after being sent by express overnight delivery by a national carrier to the party to whom it is directed; (d) upon being transmitted by facsimile to the party to whom it is directed so long as the sender retains the confirmation copy indicating that the facsimile was received by the party to whom its is directed; or (e) upon actual delivery if sent by electronic mail or any other electronic means (electronic mail or any other electronic means shall constitute a writing for purposes of this Agreement). Your comments and proposals you can send to to info@autoinspect.us.

18. Independent Contractor. The parties understand and agree that Applicant and AUTOINSPECT.US are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither Applicant and any employees or agents of Applicant shall have, nor represent themselves as having, any authority to approve or accept any proposal on behalf of AUTOINSPECT.US, or make any promise, representation, contract or other commitment binding upon AUTOINSPECT.US. Applicant shall not make any statement, whether on its website or otherwise, that reasonably would contradict anything in this Section.