SelectFi License Agreement

This License Agreement ("License") is entered into between SelectFi, Inc. ("SelectFi"), a Delaware corporation with offices at 2809 Wehrle Drive, Suite 08, Williamsville, New York 14221, and the party defined as "Dealership" in that certain Subscription Agreement existing between SelectFi and Dealership ("Subscription Agreement"), the terms of which are hereby expressly incorporated by reference into this License. Capitalized terms used in this License shall have the meaning set forth in the Subscription Agreement if not otherwise defined herein.

The terms of this License govern Dealership's use of and its subscription to the Subject Services. SelectFi and Dealership are sometimes hereinafter referred to individually as a "party" and collectively as "parties."

This License becomes binding and effective on the parties when an authorized representative of Dealership clicks/selects an "I Accept," "Sign up," "Agree" or similar button or check box referencing and agreeing to be bound by the terms of this License ("Effective Date"). If the Dealership does not agree to the terms of this License, the Dealership should not use or otherwise access the Subject Services.

1. TERM AND TERMINATION.

   1. Dealership's use of the Subject Services is subscription-based as governed by the Subscription Agreement and this License (such subscription-based use referred to as the Dealership's "Subscription"). Dealership's Subscription and this License shall commence upon the Effective Date and shall continue for an initial term of twelve (12) months (the "Initial Term"), unless earlier terminated by the express provisions of this License. Upon expiration of the Initial Term, the Subscription and this License shall automatically renew for additional successive 12-month renewal terms (with an annual adjustment of +5%), unless earlier terminated pursuant to the express provisions of this License or a party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each, a "Renewal Term" and with the Initial Term, the "Term").

   2. SelectFi may terminate the Subscription and this License, effective on written notice to the Dealership, if the Dealership: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after SelectFi's delivery of written notice thereof; or (ii) breaches any of its obligations under this License.

   3. Either party may terminate the Subscription and this License upon thirty (30) days prior written notice to the other party. Either party may terminate the Subscription and this License, effective immediately: (i) if the other party becomes insolvent or admits in writing its inability to pay its debts as they mature or makes an assignment for the benefit of creditors; or (ii) if a petition under the United States Bankruptcy Act or any similar law of any jurisdiction, is filed concerning the other party.

   4. Dealership's Subscription is expressly only licensed for the duration of the Term while Dealership is and remains a current subscriber in good standing not in breach of this License or the Subscription Agreement. Upon expiration or earlier termination of the Subscription and this License, Dealership shall immediately discontinue use of the Subject Services, and, without limiting Dealership's obligations under Section 6 Dealership shall delete, destroy, or return all copies of the Subject Services or other SelectFi IP (defined below) and certify in writing to SelectFi that the SelectFi IP has been deleted or destroyed. No expiration or termination will affect Dealership's obligation to pay all Subscription Fees that may have become due before such expiration or termination or entitle Dealership to any refund. Dealership acknowledges and agrees that upon expiration or termination of its Subscription and this License, Dealership will not have access to the Subject Services or any historical information or data input to, output from, stored within, or otherwise related to Dealership's use of the Subject Services, and SelectFi will have no obligation to return or preserve any data or information related to Dealership or its customers.

2. DEALERSHIP SUBSCRIPTION / LIMITED LICENSE.

   1. During Term, SelectFi grants Dealership a limited, non-exclusive, royalty-free (except for the Subscription Fees due to SelectFi), non-transferable and terminable license to access and to use the Subject Services solely for Dealership's internal business operations during the Term at the Rooftop/OEM location specified in the Subscription Agreement. Dealership is expressly prohibited from sublicensing use of the Subject Services to any affiliate or third party or from using the Subject Services for or on behalf of any other Rooftop/OEM location even if commonly owned or operated with Dealership.

   2. SelectFi shall use commercially reasonable efforts to make the Subject Services available 24 hours a day, 7 days a week during the Term, except for: (i) Planned Maintenance; or (ii) Extraordinary Circumstances. For purposes of this License, "Planned Maintenance" means maintenance where at least forty-eight (48) hours prior notice is provided to Dealership via e-mail based on Dealership's current contact information, or by otherwise providing Dealership with notice such as by using notification capabilities within the Subject Services (in-app notifications, website notifications), and "Extraordinary Circumstances" means any unavailability caused by circumstances beyond SelectFi's reasonable control, including, without limitation, acts of God, acts of government (including U.S. sanctions or embargoes), flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, power outages, or Internet outages or delays.

3. SUBSCRIPTION FEES, BILLING AND RENEWAL.

   1. By subscribing to the Subject Services, Dealership expressly agrees to pay all Subscription Fees corresponding to the Subscription. The Subscription Fees are fully earned upon payment to SelectFi and are nonrefundable. Subscription Fees shall be invoiced on a monthly basis. Dealership shall pay all Subscription Fees due and owing to SelectFi on the first day of the month unless such day is a weekend or bank holiday, in which case it will be due on the following business day.

   2. Payment Methods. Dealership shall pay all Subscription Fees in accordance with Section 3A by 1.) U.S. domestic electronic funds transfer ("ACH") to an account designed by SelectFi or 2.) credit card ("CC"). Dealership shall have SelectFi automatically debit the Subscription Fees by providing SelectFi with an ACH bank account or CC account for SelectFi to utilize for payment of the Subscription Fee when due. Dealership hereby authorizes SelectFi to automatically debit Dealership's designated ACH bank account or CC account for the Subscription Fees for the remainder of the Term unless and until Dealership provides written notice to SelectFi to terminate automatic debiting of the Subscription Fees.

   3. All Subscription Fees and other amounts payable by Dealership under this License or the Subscription Agreement are exclusive of taxes and similar assessments. Dealership is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Dealership hereunder, other than any taxes imposed on SelectFi's income.

   4. If Dealership fails to make any payment when due, without limiting SelectFi's other rights and remedies: (i) SelectFi may charge interest on the past due amount at the rate of 2% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Dealership shall reimburse SelectFi for all costs incurred by SelectFi in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, SelectFi may suspend Dealership's Subscription and access to any portion or all of the Subject Services until such amounts are paid in full.

4. THE SELECTFI IP.

   1. The Subject Services are enabled by and utilize a hosted software application platform currently known as the LenderSelector^® software platform (the "LenderSelector^® software platform" or "Software"), any Confidential Information (as defined below) of SelectFi, and any other technology, information, trade secrets, patent rights, copyrights, know-how and documentation associated therewith whether or not provided or otherwise made available by SelectFi and used in the performance of the Subject Services, including, all intellectual property rights and Derivative Works (as defined below) therein, on a worldwide basis (collectively, the "SelectFi IP"). SelectFi or its agents shall host the LenderSelector^® software platform and may update the functionality and user interface of the LenderSelector^® software platform from time to time in its sole discretion as part of its ongoing mission to improve the Subject Services and Dealership's use of the Subject Services. Dealership must provide its own access to the LenderSelector^® software platform in order to use the Subject Services.

   2. Dealership acknowledges and agrees that the rights granted herein are provided on the condition that Dealership will not and will not allow, give permission to, or enable any third party, including, without limitation, any customer, contractor, or affiliate, to copy, create a Derivative Work of, or reverse engineer, reverse assemble, disassemble, or decompile the SelectFi IP or any part thereof or otherwise attempt to discover any source code, modify the SelectFi IP in any manner or form, or use unauthorized modified versions of the SelectFi IP, including, without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Subject Services. For purposes of this License "Derivative Work" means any modification of or extension to any software, process, algorithm, trade secret, work of authorship, invention, or to any other intellectual property right therein or thereto.

5. OWNERSHIP REMAINS WITH SELECTFI.

   1. Dealership acknowledges and agrees that the LenderSelector^® software platform, including the specific design and structure of the programs, user interfaces, components and all other aspects thereof, constitutes the proprietary trade secrets and copyrighted material of SelectFi, and that SelectFi owns all rights, title and interest in and to the Subject Services, the LenderSelector^® software platform, all Feedback (defined below) and all SelectFi IP. As used herein, "Feedback" means bug reports, suggestions, comments or other feedback provided by Dealership or other users to SelectFi with respect to the Subject Services or the LenderSelector^® software platform. SelectFi is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Dealership hereby assigns to SelectFi on Dealership's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and SelectFi is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although SelectFi is not required to use any Feedback. The rights granted to Dealership are limited by this License and this License does not convey any other rights in the SelectFi IP, express or implied, nor does it grant any ownership in the SelectFi IP or any intellectual property rights therein or thereto. SelectFi expressly reserves all rights not expressly granted herein.

   2. Dealership agrees that if it makes or develops or suggests any improvements, customizations, or customized implementations of the SelectFi IP or Subject Services that do not qualify as Derivative Works ("Implementations"), such Implementations are hereby licensed to SelectFi on a non-confidential, nonexclusive, irrevocable, worldwide, royalty-free, sublicensable basis to perform services, use, distribute, publish, display, copy, sell, have sold, make, have made, create Derivative Works of, import, export, and license the Implementations and products and services utilizing or incorporating the Implementations, and to otherwise commercially exploit the same.

   3. SelectFi shall be entitled to retain and use all data and information that Dealership or its customers or its lenders enter or input into the Software, and all results, output, and reports generated by the Software, both during the Term and thereafter for its own purposes, including, without limitation, development, improvement, debugging, and otherwise further developing the Software, the SelectFi IP or its output.

   4. Dealership agrees not to remove any copyright or proprietary legends in the SelectFi IP, and to implement reasonable security measures to protect SelectFi's proprietary rights therein from unauthorized use or disclosure. Certain marks, words and logos (collectively "Marks") displayed on the Subject Services constitute trademarks, trade names, or service marks belonging to SelectFi or its licensors. Except as necessary for Dealership to make use of the Subject Services in accordance with this License, Dealership is not authorized to use any of the Marks. Ownership of the Marks and the goodwill associated therewith remains with SelectFi or its respective licensors.

6. CONFIDENTIALITY.

   1. The parties agree that during the course of performance under this License, each party may disclose to the other party certain technical and/or non-technical information, which, whether or not marked or identified as "confidential": (i) is disclosed in a tangible or visual form; (ii) is disclosed in an oral, non-tangible or visual form; or (iii) is identified and treated as confidential by disclosing party and given the circumstances of disclosure, and/or the nature of the information, the recipient knew or should reasonably have known the information was confidential (collectively, the "Confidential Information"). Confidential Information does not include information, technical data or know-how which (a) is rightfully in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (b) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; (c) is approved in writing for release by the disclosing party; (d) is independently developed by the receiving party without use of or reference to any Confidential Information of the disclosing party; or (d) Feedback (as defined below); or (e) any data and information input by Dealership into the Subject Services or data otherwise input into the Subject Services through Dealership interfaces such as lender data, including data concerning Dealership's customers or lenders or that is otherwise derived from the Software.

   2. Each party agrees not to use the Confidential Information disclosed to it by the other party for any purpose except as necessary to perform its obligations under this License. Neither party will disclose the Confidential Information of the other party to third parties or to the first party's employees except employees and service providers who are required to have the information in order to carry out such party's obligations hereunder who have agreed in writing, as a condition of employment, engagement or otherwise (or who are otherwise bound by fiduciary duty or rules of professional conduct), to protect the Confidential Information with terms no less stringent than are imposed by this Section. Each party agrees that it will protect the other party's Confidential Information using the same standard of care that it uses in protecting its own Confidential Information, but in no case less than reasonable care. Each party agrees to promptly notify the other in writing of any misuse or misappropriation of Confidential Information of the other party that may come to its attention.

   3. The confidentiality and non-use obligations of each receiving party will survive expiration or termination for a period of five (5) years; except that such obligations shall survive indefinitely with respect to (i) Personal Data (as defined below) and (ii) each disclosing party's software and technology-based trade secrets so long as they remain eligible for trade secret protection under prevailing law (without regard to any breach of the receiving party). In the event of any expiration or termination of this License, upon termination or expiration of this License, the receiving party shall cease all use of the other party's Confidential Information and return to the disclosing party all copies of the disclosing party's Confidential Information in the receiving party's possession or control, or destroy the same and certify as to its destruction, except as otherwise expressly permitted herein. The receiving party will not be required to return or immediately destroy an archive copy of the disclosing party's Confidential Information made for backup purposes in the ordinary course; provided that such archive copy will be subject to the ongoing obligations of confidentiality and non-use contained herein and shall be destroyed in the ordinary course of business or as required by applicable law. For purposes of this License, "Personal Data" generally means nonpublic, personally identifiable information of or concerning any living individual among the consumers, employees, clients and customers of Dealership or SelectFi, their parents, subsidiaries, affiliates and agents.

   4. Each party shall comply with prevailing laws and regulations governing Personal Data, including, without limitation and as may be applicable, the EU General Data Protection Regulation ("GDPR"), the UK General Data Protection Regulation ("UK GDPR"), the California Consumer Privacy Act ("CCPA"), and the California Privacy Rights Act ("CPRA").

   5. During the Term, the parties will each implement and maintain at least minimum administrative, physical and technical safeguards and measures designed to protect against unauthorized access to the Software and any associated data or information.

   6. Dealership acknowledges that SelectFi now has or may enter into relationships with certain third-parties such as credit reporting services and other entities that may provide revenue or other benefits to SelectFi based upon Dealership's use of the Subject Services or otherwise. Dealership further acknowledges and agrees that all data and information input by Dealership into the Subject Services or data otherwise input into the Subject Services through Dealership interfaces such as lender data, including data concerning Dealership's customers or lenders, may be provided to third-parties including credit reporting agencies and the like for the purpose of providing the Subject Services to Dealership or as otherwise set forth in this License.

7. REPRESENTATIONS AND WARRANTIES.

   1. Each party hereby represents and warrants to the other that: (i) such party has the right, power, and authority to enter into this License and the Subscription Agreement, and to fully perform all of its obligations hereunder and thereunder; (ii) the execution of and performance under this License does not violate any agreement existing between such party and any third party.

   2. Dealership represents and warrants that it has the right, power, authority to: (i) input its customer's data (including, without limitation, Personal Data) and information into the Subject Services; (ii) initiate a "soft pull" credit report on behalf of its customers, and (iii) provide SelectFi and the Subject Services with access to Dealership's banking and lending information and systems for use of same by the Subject Services.

   3. The person signing or otherwise accepting this License on behalf of Dealership represents and warrants that he/she is least 18 years of age and has the right, power and authority to enter into this License on behalf of and legally bind Dealership.

   4. SelectFi warrants that it will deliver and perform the Subject Services in a good and workmanlike manner consistent with applicable industry standards and the functional requirements and technical specifications.

8. INDEMNIFICATION.

   1. Dealership shall defend, indemnify and hold SelectFi, its affiliates, and each of their respective officers, directors, shareholders, employees, agents, contractors, and representatives harmless from and against any and all losses, damages, liabilities, costs (including, attorneys' fees) arising from or related to: (i) Dealership's violation of this License; (ii) Dealership's breach of any agreement or obligations with respect to its banks or other lenders, its customers or employees, or any third-party; (iii) Dealership's violation of any third party intellectual property or privacy right; (iv) Dealership's negligence or willful misconduct; (v) Dealership's use of the Subject Services or Software in a manner not authorized by this License; (vi) Dealership's use of the Subject Services or Software in combination with data, software, hardware, equipment or technology not provided by SelectFi or authorized by SelectFi in writing; or (vii) modifications to the Subject Services or Software not made by SelectFi. Dealership may not settle any claim against SelectFi unless SelectFi consents to such settlement in writing, and further provided that SelectFi will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.

9. DISCLAIMERS, LIMITATION OF DAMAGES AND LIABILITY.

   1. EXCEPT FOR THE REPRESENTATIONS AND LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 7D, THE SUBJECT SERVICES AND SELECTFI IP ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR TRADE USAGE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SELECTFI PROVIDES NO WARRANTY THAT THE SELECTFI IP OR SUBJECT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS OR PERFORMANCE OF THE SUBJECT SERVICES. SELECTFI MAKES NO WARRANTY ABOUT THE SUITABILITY OF THE SELECTFI IP OR SUBJECT SERVICES FOR ANY PURPOSE AND DOES NOT WARRANT THAT THE SELECTFI IP OR SUBJECT SERVICES WILL MEET DEALERSHIP REQUIREMENTS OR PROVIDE ANY PARTICULAR OUTCOME FOR DEALERSHIP OR DEALERSHIP CUSTOMERS.

   2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SELECTFI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS LICENSE, THE SUBJECT SERVICES PROVIDED, OR THE USE OF OR INABILITY TO USE THE SUBJECT SERVICES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

   3. EXCEPT WITH RESPECT TO LIABILITIES OR LOSSES ARISING FROM FRAUD OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL SELECTFI'S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS LICENSE EXCEED (I) THE SUM OF THE SUBSCRIPTION FEES PAID BY DEALERSHIP TO SELECTFI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS ARE CUMULATIVE FOR ALL CLAIMS HOWEVER ARISING AND SHALL APPLY EVEN IF THE REMEDIES PROVIDED IN THIS LICENSE SHALL FAIL OF THEIR ESSENTIAL PURPOSE.

   4. DEALERSHIP ACKNOWLEDGES AND AGREES THAT THE FOREGOING SECTIONS ON WARRANTIES AND DISCLAIMERS, INDEMNIFICATION AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. DEALERSHIP EXPRESSLY ACKNOWLEDGES THAT THE SUBSCRIPTION FEES THAT SELECTFI CHARGES FOR THE SUBJECT SERVICES ARE BASED UPON ITS EXPECTATION THAT THE RISK OF ANY LOSS OR INJURY THAT MAY BE INCURRED BY USE OF THE SUBJECT SERVICES WILL BE BORNE BY DEALERSHIP AND NOT SELECTFI AND WERE SELECTFI TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.

10. GENERAL PROVISIONS.

    1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth on the Subscription Agreement (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this License, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

    2. Governing Law. This License, the Subscription Agreement and all other exhibits and schedules incorporated herein are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this License, the Subscription Agreement or the licenses granted hereunder and therein will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of Buffalo and County of Erie, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    3. Export Restrictions. Each party shall (i) comply with applicable laws and regulations administered by the U.S. Commerce Bureau of Industry and Security, U.S. Treasury Office of Foreign Assets Control or other governmental entity imposing export controls and trade sanctions ("Export Restrictions"), including designating countries, entities and persons ("Sanctions Targets") and (ii) not directly or indirectly export, re-export or otherwise deliver Subject Services to a Sanctions Target, or broker, finance or otherwise facilitate any transaction in violation of any Export Restrictions.

    4. Severability. If any provision of this License is held by a court of competent jurisdiction to be unenforceable or contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this License shall remain in effect.

    5. Survival Provisions. Sections 1D, 4, 5, 6, 7, 8, 9, and 10 any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this License. All other provisions of this License will not survive the expiration or earlier termination of this License.

    6. Assignment. Dealership may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of SelectFi. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This License is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

    7. Publicity. Dealership grants SelectFi the right to include its name and logo as a customer in the Subject Services, on our website, and other promotional materials.

    8. Force Majeure. Except for the nonpayment of money due, neither party shall be liable for any delay or failure in performance due to Extraordinary Circumstances (as defined above); provided, that, if such Extraordinary Circumstances result in the Subject Services being unavailable for thirty (30) consecutive days, either party may terminate this License upon written notice.

    9. Relationship of the Parties. The parties are independent contractors, and this License does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this License.

    10. Amendment. SelectFi may revise and update this License from time to time in its sole discretion. All changes are effective immediately when posted or uploaded and apply to Dealership's use of the Subject Services and Software thereafter. Dealership's continued use of Subject Services and Software following the posting of revisions or updates to this License means that Dealership accepts and agrees to the changes. Dealership is expected to review the terms of this License frequently so that Dealership is aware of any changes, as they are binding on Dealership.

    11. Modification; Waiver. No amendment to or modification of this License is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this License, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this License will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies available to a party at law or in equity.

    12. Entire Agreement. This License, the Subscription Agreement, and any exhibits or schedules linked or referenced herein or therein constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any terms and conditions of any other instrument issued by Dealership in connection with this License which are in addition to, inconsistent with or different from the terms and conditions of this License shall be of no force or effect. This License supersedes any confidentiality, non-disclosure, evaluation or trial agreement previously entered into by the Parties. In the event of a conflict between the terms of this License and the Subscription Agreement, the terms of this License shall control.

    13. Equitable Relief. Dealership acknowledges and agrees that a breach or threatened breach by Dealership of any of its obligations under this License would cause SelectFi irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, SelectFi will be entitled to equitable relief, including, without limitation, a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.