This Subscription Agreement (as amended as permitted herein, the “Agreement”), together with the Incorporated Provisions (defined below), govern Your participation in the eBay Motors Premier Placement Package program (the “Program”), the details of which are set forth on the first page of this Agreement.

1. Incorporated Provisions. In addition to this Agreement, Your participation in the Program is subject to all terms and conditions applicable to sellers and listings on the website www.ebay.com (the “eBay Site”), including the eBay User Agreement (including, without limitation, provisions under the following captions therein: Disclaimer of Warranties, Limitation of Liabilities; Release; Indemnity; Legal Disputes; and General), the eBay Privacy Policy, and the eBay fees lists, as each may be amended from time to time, all of which are incorporated herein by this reference (the “Incorporated Provisions”). The Program constitutes “Services” under the Incorporated Provisions. This Agreement controls any conflict between it and the Incorporated Provisions.

2. Program Summary. The Program is a subscription-based service that allows You, upon payment of the applicable monthly fee set forth above for the Program tier for which You have subscribed (the “Subscription Fees”), to place listings in the Motors section of the eBay Site (“Listings”). The Program is powered by a comprehensive Vehicle Merchandising Platform (“VMP”) that gives You control of the management of the Listings.

As set forth on the first page of this Agreement, You will receive a certain number of “parking spots” per month in which to list Your inventory (listed under “PPP per Month” on the first page of this Agreement). Depending on the package You chose, You may also receive an additional number of classified advertisements to place on the eBay Site (either local classifieds, national classifieds, or both).

3. Dealer License and Compliance with Laws. By signing this Agreement, You represent and warrant that You have the required licensure to sell the type of inventory in Your Listings (e.g. a licensed retail motor vehicle dealer) and have completed the applicable Dealer Business Registration. You must provide a copy of Your license to eBay (or some other form of documentation acceptable to eBay) to verify Your licensure. You also agree that any details included in Your Listings (including, without limitation, any manufacturer’s suggested retail price, “all-in-pricing,” warranties, etc.) will comply with all applicable laws.

4. Program Subscription. The Program requires one data feed and one eBay user ID. In order to participate in the Program, You must make Your data available to eBay or an eBay-approved service provider that offers bulk- upload and other productivity tools (a “Service Provider”). Additional fees for the Service Provider may apply and vary depending on Your selected Service Provider. These fees and Your relationship with any Service Provider are separate from your relationship with eBay and are governed by the agreement you have with Your Service Provider, including the Service Provider’s terms of use and privacy policy. You consent to Your Service Provider (i) contacting You; (ii) collecting information relating to Your eBay Site account and participation in the Program, including personal information; (iii) disclosing Your information to eBay and its affiliates; (iv) managing aspects of Your eBay Site account at Your request, including creating Your account and an “About Me” page, creating and customizing Your eBay Store, and interacting with eBay customer support on Your behalf for Your account; and (v) polling data, or accepting data feeds, from You to reformat, translate, annex, and/or standardize Your inventory data to make it compatible with eBay listing formats. You also acknowledge and agree that, as part of the Program and upon your request or otherwise from time to time, an eBay representative may contact You to discuss possible methods to optimize Your participation in the Program, which may include, without limitation, suggesting modifications to the appearance of Your Listings, suggesting adjustments to the formats and/or durations of Your Listings, suggesting revisions to Your attributes for transfer or rotation of Your inventory through Your Listings, and suggesting alterations to the composition of Your Program inventory. You further acknowledge that, as part of the Program, the VMP (defined above) has functionality permitting You to (i) control features covering some or all of the above-referenced optimization methods and others, or (ii) allow the VMP to automatically do so.

You acknowledge that eBay reserves the unrestricted right to: (i) not display any of the Listing data it receives or obtains where such data contains a technical malfunction or for any other reason as determined by eBay; and (ii) cancel, suspend, or discontinue display of any Listings which violate the then-current Incorporated Provisions.

5. Authorized Number. As part of the Subscription Fees, eBay will assign a phone number to your Program account (the “Authorized Number”) that eBay will obtain from a third party provider selected by eBay in its sole discretion. Your Authorized Number is used for reporting how many leads you receive via phone per month, as well as enables you to listen to messages from eBay Users (an “eBay User”) means any person who accesses any page on the eBay Site, including Your Listings). All calls will be recorded, and the recording feature cannot be disabled. You must include Your Authorized Number in all of Your Listings, and You must always use Your Authorized Number for all telephone communications with eBay Users regarding Your Listings. You may not use the Authorized Number on or in connection with any listings on eBay other than Your Listings, or for any reason other than receiving leads from Your Listings.

You agree to comply with all laws, rules, and regulations related to use of the Authorized Number. You acknowledge and agree that all calls made using the Authorized Number may be monitored and/or recorded by eBay or a third party provider selected by eBay. You will notify Your employees in writing that their calls may be monitored and/or recorded by You, eBay, and third party providers of You and eBay, and You will keep a written acknowledgement of such notification by each employee in their personnel files. By participating in the Program, You agree to allow eBay and its affiliates to access and use all data and information collected or provided through

(i) the Authorized Number, (ii) calls made using the Authorized Number, and (iii) services or functionalities facilitated by such Authorized Number (the “Content”) for the purpose of facilitating leads and improving sales prospects. You hereby grant eBay and its affiliates a perpetual, worldwide, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights, and all other rights You have in the Content, in any media known now or in the future.

6. Specific Prohibitions. You agree You will not use Your Program subscription to list advertisements for (i) items other than the type of inventory listed on the first page of this Agreement, (ii) inventory not available for inspection or not located at the address stated in the applicable Listing, or (iii) inventory not in Your possession. You agree that You have the right and license to use the photos that You post, and that You will not assign, sell, or transfer Your Program subscription. You own dealership website URL may not be used in Your photos or Listing description.

7. Subscription Fees; Invoicing. You agree to pay the monthly subscription fees as set forth above (the “Subscription Fees”). Your Subscription Fees include insertion fees and other advanced listing features (such as Buy It Now, sales fees, reserves, photos features, subtitle, bold title, and a variety of listing duration and scheduled listings, etc.) for Your Listings, and a Basic Store. eBay reserves the right to change, cancel, or add any included advanced listing features at any time. PayPal Fees are not included in the Program Subscription Fees. eBay will not be liable for any damages arising form a failure or delay in posting the Listings after this Agreement is signed if such failures or delays were not caused by eBay, but instead were caused by You or Your chosen Service Provider.

Subscription Fees for Your Program subscription are invoiced monthly and are due and payable within thirty days of the date of invoice. If Your Program subscription does not start on the first day of the first month, Your Subscription Fees will be pro-rated for the first month. The eBay User ID that You choose to use for the Program will receive all invoices. Unless otherwise approved by eBay, an automatic payment method (e.g. credit card, checking account direct debit, or PayPal) will be required to in order to participate in the program. In the eventthat at any time You are not using all available Listing spots (or certain included features go unused) in any given month, the fees payable hereunder shall nonetheless remain payable in full (and unused spots shall not carry-forward to the ensuing month). You authorize eBay to investigate Your credit and financial standing by any reasonable means necessary to ensure creditworthiness, and You agree that eBay may share information provided by You with companies who work on eBay’s behalf for the purpose of conducting a credit check. For purposes of this Agreement, an “eBay User” means any person who accesses any page on the eBay Site, including Your Listings.

8. Term; Termination. This Agreement has an effective date (the “Effective Date”) and an initial term (“Initial Term”) as set forth on the first page of this Agreement. The initial Term will begin after the expiration of any free or promotional period that You may have been offered by eBay when commencing the Program “as set forth on the first page of this Agreement”.

After the expiration of the Initial Term, this Agreement will automatically renew on a month-to-month basis, unless terminated by eBay or You as provided below.

This Agreement (and Your Program Listings) may be terminated: (i) by eBay for convenience at any time by sending an email to You at the email address provided by You on the cover sheet of this Agreement, and (ii) by You at any time after the expiration of the Initial Term by providing 30 days’ advance written notice to eBay at motorscancellations@ebay.com of Your intent to terminate. If You terminate this Agreement, You will remain responsible for all Listings that You posted on the eBay Site.

9. Amendment; Waiver. eBay may amend this Agreement at any time by posting revised terms on the eBay Site (such changes will be effective upon posting), and/or by providing notice to You at the email address provided on the first page above (such changes will be effective 30 days after they are emailed to You). If You disagree with any such amended terms, Your only recourse is to terminate this Agreement as set forth herein and cease participating in the Program. Any waiver of any provision of this Agreement or the Incorporated Provisions will be effective only if in writing and signed by eBay. This Agreement may not be modified by any sales representative, agent, employee, or contractor of eBay, or through course of dealing or otherwise, and can only be modified by eBay as set forth in this paragraph or in a signed amendment to this Agreement executed by an authorized representative of eBay.

10. Miscellaneous. You agree to be contacted by eBay and/or any other third parties used by eBay in connection with the Program by telephone, email, U.S. mail, in writing, or by any other means. You agree that you will abide by all applicable laws in relation to Your use of eBay’s User’s contact information that You may receive as leads from eBay. You also agree to honor any and all requests from eBay Users to opt out of future communications from You and Your dealership. If for any reason a court of competent jurisdiction find any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.