Full Terms and Conditions

PLEASE READ THE FOLLOWING MARKETING ASSET AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING OR USING THE TRUECAR MARKETING ASSETS (DEFINED BELOW). THIS AGREEMENT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND TRUECAR, INC. BY DOWNLOADING OR USING ANY MARKETING ASSET, YOU REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE FOR YOUR DEALERSHIP AND THAT YOU HAVE READ AND AGREE TO THE TERMS OF THIS AGREEMENT. ONLY TRUECAR CERTIFIED DEALERS MAY USE THE MARKETING ASSETS, AND ONLY AS SET FORTH HEREIN.

1. Subject to the terms herein, TrueCar, Inc. (“TrueCar”) grants You a limited, non-exclusive, non-transferable, royalty-free, revocable license to use the artwork, logos and other content provided to You by TrueCar under this Agreement (collectively, the “Marketing Assets”), only (i) in connection with Your promotion of Your use of the TrueCar products and services and (ii) during the term of the TrueCar Dealer Master Terms and Conditions and Service Terms between TrueCar and the dealer for whom you are an authorized representative (“You”), pursuant to which You are accessing and using such products and services (“Dealer Agreement”). This Agreement is in addition to and not in lieu or limitation of, and shall not be construed to modify, the Dealer Agreement. As and between You and TrueCar, TrueCar shall remain the sole owner of all rights in and to the Marketing Assets. Your use of the Marketing Assets shall exclusively inure to the benefit of TrueCar. Nothing herein grants You ownership or other rights in or to any of the Marketing Assets, except to use in accordance with this Agreement.

2. You shall use the Marketing Assets in the same manner and quality as provided by TrueCar and shall not redraw, re-color, distort or otherwise alter any Marketing Asset, including without limitation removal of any applicable trademark symbol included therein. All Marketing Assets shall always be smaller than Your trademarks and/or logos that are located on the same webpage or other media on which they are shown. You shall not: display or use any Marketing Assets in any manner that (i) states or implies any endorsement or sponsorship; by or with, TrueCar; (ii) disparages TrueCar, (iii) is misleading, defamatory, libelous, infringing or otherwise objectionable; (iv) dilutes or impairs the rights of TrueCar in such Marketing Assets (including without limitation filing any confusingly similar trademark applications anywhere in the world); (v) make or imply any representations or warranties regarding TrueCar or its products or services; or (iv) for any purpose other than the promotion of Your use of the TrueCar products and services. TrueCar may promulgate from time to time updated guidelines and requirements regarding Your use of the Marketing Assets as are necessary or advisable in maintaining the quality and value of the Marketing Assets and You agree to immediately comply with such updated guidelines. Upon TrueCar’s request, You shall supply TrueCar, at no cost and with no obligation to return, suitable specimens of Your use of the Marketing Assets to verify Your compliance with this Agreement.

3. The TrueCar trademarks and logos expressly provided in connection with the Marketing Assets are the only ones allowed hereunder. Each time such trademarks or logos are used, the following footnote should appear within the credit notice section of your product, product documentation or other product communication: “TrueCar is a registered trademark of TrueCar, Inc.”

4. As and between You and TrueCar, TrueCar shall remain the sole owner of all rights in and to the Marketing Assets. Your use of the Marketing Assets shall exclusively inure to the benefit of TrueCar. Nothing herein grants You ownership or other rights in or to any of the Marketing Assets, except to use in accordance with this Agreement.

5. THE MARKETING ASSETS ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE MARKETING ASSETS. TRUECAR DISCLAIMS ALL WARRANTIES REGARDING THE MARKETING ASSETS, EXPRESS OR IMPLIED. TRUECAR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE MARKETING ASSETS, OR TERMINATION OF THIS AGREEMENT.

6. To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon TrueCar’s request, defend, TrueCar, its directors, officers, employees, independent contractors and agents (each a "TrueCar Indemnified Party") from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees, incurred by an TrueCar Indemnified Party and arising from or related to Your use of the Marketing Assets in any manner except as expressly permitted by this Agreement.

7. This Agreement shall be coterminous with the Dealer Agreement, unless otherwise terminated as set forth herein. This Agreement shall terminate automatically upon Your breach of any of the terms of this Agreement. TrueCar may terminate this Agreement for any or no reason upon notice. Upon any termination of this Agreement or upon the request of TrueCar, You shall immediately cease all use of all copies Marketing Assets in your possession or control.

8. Any litigation or other dispute resolution between You and TrueCar arising out of or relating to this Agreement shall take place in the Central District of California, and You and TrueCar hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect any such litigation or dispute resolution. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, except that body of California law concerning conflicts of law. If a court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

9. The terms of this Agreement are the entire and final understanding between You and TrueCar concerning the Marketing Assets.