TERM AND TERMINATION:

This Agreement shall be effective for a term of one (1) year (“Initial Term”) commencing on the effective date of the agreement (“Effective Date”).  Upon the expiration of the original term, this Agreement and shall automatically renew  for a one (1) year period unless, at least sixty (60) days prior to the renewal date, the Dealer gives Cirrus written notice of its intent not to continue the Agreement, or that the Dealer wishes to go month-to-month.  In addition, either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice of the non-breaching party regarding such breach.

Price and discount renewal period.  Discounts provided in this Agreement shall remain in effect so long as the Dealer continues a full year commitment.  Month-to month term eliminates any discounts and Dealer shall be subject to the non-discounted pricing in this Agreement.

TERMS OF USE:

“Dealer” shall comply with Cirrus Solutions’ User Agreement and which may be modified at Cirrus Solutions sole discretion.

If “Dealer” is engaged in activity that (a) is disrupting or causing harm to the Cirrus Solutions Software, Cirrus Solutions systems or infrastructure, (b) is in violation of any state or federal laws or regulations, Cirrus Solutions reserves the right to suspend or terminate immediately any “Dealer” Client within two (2) business days of receiving such written notice from Cirrus Solutions.

Cirrus Solutions represents and warrants that it is the sole owner of Cirrus Solutions Software including software programs, source and object code, files, related user documentation and all subsequent upgrades and enhancements to the foregoing and all rights and title thereto including all intellectual property rights therein. Except as may be otherwise agreed upon by the parties in writing, “Dealer” shall not obtain any right in materials proprietary to Cirrus Solutions which Cirrus Solutions may utilize pursuant to this Agreement or in materials developed under this Agreement. “Dealer” is not authorized to and will not distribute, license or otherwise share Cirrus Solutions Software except in accordance with this Agreement.

“Dealer” agrees not to reverse engineer Cirrus Solutions’ software or technology. “Dealer” will not use or access Cirrus Solutions technology to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions or graphics of the Service, (iii) make derivative works based upon Cirrus Solutions content or (iv) copy any features, functions or graphics of Cirrus Solutions. “Dealer” will not “frame” or “mirror” the Cirrus Solutions technology without the express written consent of Cirrus Solutions. “Dealer” agrees not to duplicate or disclose any relevant information not limited to its source code, user interface and/or relevant information regarding any and all accessed technologies.

“Dealer” acknowledges that they will meet the following minimum system requirements to utilize Cirrus Solutions: