Common use of Access to Dealer's Web Sites, Systems and Data Clause in Contracts

Access to Dealer's Web Sites, Systems and Data. Dealer hereby authorizes Shift Digital, the Service Providers, and any Publisher that produces, collects or receives data pertaining to the Dealer’s website(s), advertising activity, sales leads, lead generation activity, Dealer’s use of the Services, or any of Dealer’s other business activities (the “Dealer Data”), to transfer, provide or otherwise make available the Dealer Data to Shift Digital, MBCA, and the Service Providers, in connection with providing the Services hereunder. The Dealer Data shall continue to be owned by the Dealer. Neither Shift Digital nor the Service Provider will use the Dealer Data or other customer information for any other purposes than those intended with the Services or as otherwise provided herein. Nothing in this Agreement shall obligate Shift Digital or any Service Provider to retain any Dealer Data. In the event the performance of the Services requires Shift Digital and/or the Service Providers to access Dealer's computer systems to collect Dealer Data or perform the Services, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access. Dealer understands and agrees that Shift Digital and/or the Service Providers may engage a data polling service to poll and transmit Dealer Data from Dealer’s DMS or other computer systems. Dealer hereby grants to Shift Digital and the Service Providers a royalty-free, non-exclusive, non-transferable, non-cancelable license to use the Dealer Data, including without limitation any sales and inventory data (to the extent available) obtained from Dealer’s computer systems, solely for the purposes of (i) performing the Services, (ii) consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products; provided, the Dealer Data shall not be used to disclose to any third party Dealer’s name or the name of any consumer, and shall not be sold to any third party. Dealer expressly authorize Shift Digital and the Service Providers to access Dealer Data maintained by third parties, including Google in such services as Google AdWords and Google Analytics, on Dealer’s behalf as Dealer’s agent in order to provide the Services. DEALER ACKNOWLEDGES AND AGREES THAT (A) DEALER IS RESPONSIBLE FOR COMPLIANCE WITH GOOGLE ADWORDS AND GOOGLE ANALYTICS POLICIES, TERMS OF USE, AND APPLICABLE LAWS AND REGULATIONS, AND (B) WHEN SHIFT DIGITAL AND/OR THE SERVICE PROVIDERS ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, SHIFT DIGITAL AND/OR SERVICE PROVIDERS ARE ACTING AS DEALER’S AGENT, AND NOT AS THE AGENT OF GOOGLE OR ANY OTHER THIRD PARTY. NEITHER SHIFT DIGITAL, MBCA, THE SERVICE PROVIDERS, GOOGLE NOR ANY OTHER THIRD PARTY PROVIDES ANY WARRANTY OR GUARANTY (EXPRESS OR IMPLIED) OF ANY RESULTS OR OTHERWISE WITH RESPECT TO ACCESS OR USE OF DEALER DATA IN THE SERVICES. Shift Digital and/or the Service Providers may access Dealer Data in accounts created and managed by Shift Digital and/or the Service Providers on the third party sites or, if Dealer provides its account information and authorizes access to accounts managed by Dealer, Shift Digital and/or the Service Providers may access Dealer’s accounts directly on those third party sites. Dealer hereby authorizes and permits Shift Digital and/or the Service Providers to use the Dealer Data (i) to provide the Services, (ii) in the promotional materials of Shift Digital and/or the Service Providers, but only when Dealer Data is combined with other dealers' information/data and presented in an aggregated and de-identifiable manner, and/or (iii) to develop reports for MBCA, which may include directly sharing Dealer Data with MBCA.

Access to Dealer's Web Sites, Systems and Data. Dealer hereby authorizes Shift Digital, the each Service ProvidersProvider, and any each Publisher that produces, collects or receives Dealer Data, to transfer or provide the Dealer Data to each other and to Specialized in connection with the provision of the Services hereunder. As used herein, the “Dealer Data” means any and all data pertaining to the Dealer’s website(s), advertising activity, sales leads, lead generation activity, Dealer’s use of the Services, or any of Dealer’s other business activities (the “Dealer Data”), to transfer, provide or otherwise make available the Dealer Data to Shift Digital, MBCA, and the Service Providers, in connection with providing the Services hereunder. The Dealer Data shall continue to be owned by the Dealer. Neither Shift Digital nor the Service Provider will use the Dealer Data or other customer information for any other purposes than those intended with the Services or as otherwise provided herein. Nothing in this Agreement shall obligate Shift Digital or any Service Provider to retain any Dealer Data. In the event the performance of the Services requires Shift Digital and/or the Service Providers to access Dealer's computer systems to collect Dealer Data or perform the Services, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access. Dealer understands and agrees that Shift Digital and/or the applicable Service Providers may engage a data polling service to poll and transmit Provider(s) require Dealer Data from Dealer’s DMS or other computer systems in order to perform certain Services, Shift Digital will notify Dealer that such Dealer Data is required, and Dealer shall either (a) authorize Shift Digital or such Service Provider to access Dealer’s DMS or computer systems, (b) provide the Dealer Data to Shift Digital and/or such Service Provider(s) in a standard file format and delivery method reasonably acceptable to Shift Digital, or (c) waive Shift Digital’s obligations to provide such Services for which such Dealer Data was required. In the event that access to Dealer’s DMS or computer systems (and not just access to Dealer Data therein) is required in order to perform certain Services, Dealer hereby authorizes Shift Digital and/or the applicable Service Provider to access the same for the sole purpose of providing such Services. Dealer represents and warrants that it has obtained all rights, consents and authorizations required to provide any such access and/or Dealer Data provided to Shift Digital and/or any Service Provider. Dealer hereby grants to Shift Digital and the Service Providers a royalty-free, non-exclusive, non-transferableperpetual, non-cancelable irrevocable license to use the Dealer Data, including without limitation any sales and inventory data (to the extent available) obtained from Data provided or made available by Dealer or generated by Dealer’s computer systemsuse of the Services, solely for the purposes of (i) performing the Services, (ii) consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products, (vi) aggregating and de-identifying the Dealer Data (i.e., combining the Dealer Data with other dealers’ information/data and presenting the combined data in a manner that does not identify Dealer as the source of any of the aggregated data or attribute any of the combined data to Dealer) and using the Dealer Data in such aggregated and de-identified manner for any reasonable business purpose in perpetuity, and/or (vii) developing reports for Specialized, which may include directly sharing Dealer Data with Specialized; provided, provided that the Dealer Data shall not be used to disclose to any third party Dealer’s name or the name of any consumer, and shall not be sold to any third party. Dealer expressly authorize authorizes Shift Digital and the Service Providers to access Dealer Data maintained by third parties, including Google in including, without limitation, by such services as Google AdWords and Google Analytics, on Dealer’s behalf as Dealer’s agent in order to provide the Services. DEALER ACKNOWLEDGES AND AGREES THAT (A) DEALER IS RESPONSIBLE FOR COMPLIANCE WITH GOOGLE ADWORDS AND GOOGLE ANALYTICS POLICIES, TERMS OF USE, AND APPLICABLE LAWS AND REGULATIONSREGULATIONS IN CONNECTION WITH THE USE OF SUCH SERVICES, AND (B) WHEN SHIFT DIGITAL AND/OR THE SERVICE PROVIDERS ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, SHIFT DIGITAL AND/OR SERVICE PROVIDERS ARE ACTING AS DEALER’S AGENT, AND NOT AS THE AGENT OF GOOGLE OR ANY OTHER THIRD PARTY. NEITHER SHIFT DIGITAL, MBCASPECIALIZED, THE SERVICE PROVIDERS, GOOGLE NOR ANY OTHER THIRD PARTY PROVIDES ANY WARRANTY OR GUARANTY (EXPRESS OR IMPLIED) OF ANY RESULTS OR OTHERWISE WITH RESPECT TO ACCESS OR USE OF DEALER DATA IN THE SERVICES. Shift Digital and/or the applicable Service Providers may access Dealer Data in accounts created and managed by Shift Digital and/or the Service Providers on the third party sites or, if Dealer provides its account information and authorizes access to accounts managed by Dealer, Shift Digital and/or the applicable Service Providers may access Dealer’s accounts directly on those third party sites. Dealer hereby authorizes sites and permits Shift Digital and/or the Service Providers to use the Dealer Data (i) to provide may integrate such accounts with the Services, (ii) in the promotional materials of Shift Digital and/or the Service Providers, but only when Dealer Data is combined with other dealers' information/data and presented in an aggregated and de-identifiable manner, and/or (iii) to develop reports for MBCA, which may include directly sharing Dealer Data with MBCA.

Access to Dealer's Web Sites, Systems and Data. Dealer hereby authorizes Shift Digital, the Service Providers, and any Publisher that produces, collects or receives data pertaining to the Dealer’s website(s), advertising activity, sales leads, lead generation activity, Dealer’s use of the Services, or any of Dealer’s other business activities (the “Dealer Data”), to transfer, provide or otherwise make available the Dealer Data to Shift Digital, MBCAMCI, and the Service Providers, in connection with providing the Services hereunder. The Dealer Data shall continue to be owned by the Dealer. Neither Shift Digital nor the Service Provider will use the Dealer Data or other customer information for any other purposes than those intended with the Services or as otherwise provided herein. Nothing in this Agreement shall obligate Shift Digital or any Service Provider to retain any Dealer Data. In the event the performance of the Services requires Shift Digital and/or the Service Providers to access Dealer's computer systems to collect Dealer Data or perform the Services, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access. Dealer understands and agrees that Shift Digital and/or the Service Providers may engage a data polling service to poll and transmit Dealer Data from Dealer’s DMS Dealer Management System or other computer systems. Dealer hereby grants to Shift Digital and the Service Providers a royalty-free, non-exclusive, non-non- transferable, non-cancelable license to use the Dealer Data, including without limitation any sales and inventory data (to the extent available) obtained from Dealer’s computer systems, solely for the purposes of (i) performing the Services, (ii) consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products, (vi) making improvements to the Services, and (vii) developing new Services; provided, the Dealer Data shall not be used to disclose to any third party Dealer’s name or the name of any consumer, and shall not be sold to any third party. Dealer expressly authorize Shift Digital and the Service Providers to access Dealer Data maintained by third parties, including Google in such services as Google AdWords and Google Analytics, on Dealer’s behalf as Dealer’s agent in order to provide the Services. DEALER ACKNOWLEDGES AND AGREES THAT (A) DEALER IS RESPONSIBLE FOR COMPLIANCE WITH GOOGLE ADWORDS AND GOOGLE ANALYTICS POLICIES, TERMS OF USE, AND APPLICABLE LAWS AND REGULATIONS, AND (B) WHEN SHIFT DIGITAL AND/OR THE SERVICE PROVIDERS ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, SHIFT DIGITAL AND/OR SERVICE PROVIDERS ARE ACTING AS DEALER’S AGENT, AND NOT AS THE AGENT OF GOOGLE OR ANY OTHER THIRD PARTY. NEITHER SHIFT DIGITAL, MBCAMCI, THE SERVICE PROVIDERS, GOOGLE NOR ANY OTHER THIRD PARTY PROVIDES ANY WARRANTY OR GUARANTY (EXPRESS OR IMPLIED) OF ANY RESULTS OR OTHERWISE WITH RESPECT TO ACCESS OR USE OF DEALER DATA IN THE SERVICES. Shift Digital and/or the Service Providers may access Dealer Data in accounts created and managed by Shift Digital and/or the Service Providers on the third party sites or, if Dealer provides its account information and authorizes access to accounts managed by Dealer, Shift Digital and/or the Service Providers may access Dealer’s accounts directly on those third party sites. Dealer hereby authorizes and permits Shift Digital and/or the Service Providers to use the Dealer Data (i) to provide the Services, (ii) in the promotional materials of Shift Digital and/or the Service Providers, but only when Dealer Data is combined with other dealers' information/data and presented in an aggregated and de-identifiable manner, and/or (iii) to develop reports for MBCAMCI, which may include directly sharing Dealer Data with MBCAMCI.

Access to Dealer's Web Sites, Systems and Data. Dealer hereby authorizes Shift Digital, the Service Providers, and any Publisher that produces, collects or receives data pertaining to the Dealer’s website(s), advertising activity, sales leads, lead generation activity, Dealer’s use of the Services, or any of Dealer’s other business activities (the “Dealer Data”), to transfer, provide or otherwise make available the Dealer Data to Shift Digital, MBCAMBUSA, and the Service Providers, in connection with providing the Services hereunder. The Dealer Data shall continue to be owned by the Dealer. Neither Shift Digital nor the Service Provider will use the Dealer Data or other customer information for any other purposes than those intended with the Services or as otherwise provided herein. Nothing in this Agreement shall obligate Shift Digital or any Service Provider to retain any Dealer Data. In the event the performance of the Services requires Shift Digital and/or the Service Providers to access Dealer's computer systems to collect Dealer Data or perform the Services, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access. Dealer understands and agrees that Shift Digital and/or the Service Providers may engage a data polling service to poll and transmit Dealer Data from Dealer’s DMS or other computer systems. Dealer hereby grants to Shift Digital and the Service Providers a royalty-free, non-exclusive, non-transferable, non-cancelable license to use the Dealer Data, including without limitation any sales and inventory data (to the extent available) obtained from Dealer’s computer systems, solely for the purposes of (i) performing the Services, (ii) consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products; provided, the Dealer Data shall not be used to disclose to any third party Dealer’s name or the name of any consumer, and shall not be sold to any third party. Dealer expressly authorize Shift Digital and the Service Providers to access Dealer Data maintained by third parties, including Google in such services as Google AdWords and Google Analytics, on Dealer’s behalf as Dealer’s agent in order to provide the Services. DEALER ACKNOWLEDGES AND AGREES THAT (A) DEALER IS RESPONSIBLE FOR COMPLIANCE WITH GOOGLE ADWORDS AND GOOGLE ANALYTICS POLICIES, TERMS OF USE, AND APPLICABLE LAWS AND REGULATIONS, AND (B) WHEN SHIFT DIGITAL AND/OR THE SERVICE PROVIDERS ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, SHIFT DIGITAL AND/OR SERVICE PROVIDERS ARE ACTING AS DEALER’S AGENT, AND NOT AS THE AGENT OF GOOGLE OR ANY OTHER THIRD PARTY. NEITHER SHIFT DIGITAL, MBCAMBUSA, THE SERVICE PROVIDERS, GOOGLE NOR ANY OTHER THIRD PARTY PROVIDES ANY WARRANTY OR GUARANTY (EXPRESS OR IMPLIED) OF ANY RESULTS OR OTHERWISE WITH RESPECT TO ACCESS OR USE OF DEALER DATA IN THE SERVICES. Shift Digital and/or the Service Providers may access Dealer Data in accounts created and managed by Shift Digital and/or the Service Providers on the third party sites or, if Dealer provides its account information and authorizes access to accounts managed by Dealer, Shift Digital and/or the Service Providers may access Dealer’s accounts directly on those third party sites. Dealer hereby authorizes and permits Shift Digital and/or the Service Providers to use the Dealer Data (i) to provide the Services, (ii) in the promotional materials of Shift Digital and/or the Service Providers, but only when Dealer Data is combined with other dealers' information/data and presented in an aggregated and de-identifiable manner, and/or (iii) to develop reports for MBCAMBUSA, which may include directly sharing Dealer Data with MBCAMBUSA.

Access to Dealer's Web Sites, Systems and Data. Dealer hereby authorizes Shift Digital, the Service Providers, and any Publisher that produces, collects or receives data pertaining to the Dealer’s website(s), advertising activity, sales leads, lead generation activity, Dealer’s use of the Services, or any of Dealer’s other business activities (the “Dealer Data”), to transfer, provide or otherwise make available the Dealer Data to Shift Digital, MBCAMNAO, and the Service Providers, in connection with providing the Services hereunder. The Dealer Data shall continue to be owned by the Dealer. Neither Shift Digital nor the Service Provider will use the Dealer Data or other customer information for any other purposes than those intended with the Services or as otherwise provided herein. Nothing in this Agreement shall obligate Shift Digital or any Service Provider to retain any Dealer Data. In addition, Shift Digital agrees that it shall, and shall contractually require that each of its Service Providers: (i) take commercially reasonable steps to protect the Dealer Data, which steps are at least as stringent as the steps that the respective party (i.e. Shift Digital or the Service Provider) takes to safeguard its own data; (ii) comply with all data privacy laws that are applicable to the Dealer Data; and (iii) maintain reasonably appropriate physical, electronic and procedural safeguards for any Dealer Data relating to Dealer’s customers to which Shift Digital and/or the Service Providers have access pursuant to the terms of this Agreement. Such electronic and procedural safeguards shall include appropriate measures designed to: (i) protect the security and confidentiality of such customer information, (ii) protect against anticipated threats or hazards to the security or integrity of such information, and (iii) protect against unauthorized access to or use of such information. In the event the performance of the Services requires Shift Digital and/or the Service Providers to access Dealer's computer systems to collect Dealer Data or perform the Services, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access. Dealer understands and agrees that Shift Digital and/or the Service Providers may engage a data polling service to poll and transmit Dealer Data from Dealer’s DMS or other computer systems. Dealer hereby grants to Shift Digital and the Service Providers a royalty-free, non-exclusive, non-transferable, non-cancelable license to use the Dealer Data, including without limitation any sales and inventory data (to the extent available) obtained from Dealer’s computer systems, solely for the purposes of (i) performing the Services, (ii) consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products; provided, the Dealer Data shall not be used to disclose to any third party Dealer’s name or the name of any consumer, and shall not be sold to any third party. Dealer expressly authorize Shift Digital and the Service Providers to access Dealer Data maintained by third parties, including Google in such services as Google AdWords and Google Analytics, on Dealer’s behalf as Dealer’s agent in order to provide the Services. DEALER ACKNOWLEDGES AND AGREES THAT (A) DEALER IS RESPONSIBLE FOR COMPLIANCE WITH GOOGLE ADWORDS AND GOOGLE ANALYTICS POLICIES, TERMS OF USE, AND APPLICABLE LAWS AND REGULATIONS, AND (B) WHEN SHIFT DIGITAL AND/OR THE SERVICE PROVIDERS ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, SHIFT DIGITAL AND/OR SERVICE PROVIDERS ARE ACTING AS DEALER’S AGENT, AND NOT AS THE AGENT OF GOOGLE OR ANY OTHER THIRD PARTY. NEITHER SHIFT DIGITAL, MBCAMNAO, THE SERVICE PROVIDERS, GOOGLE NOR ANY OTHER THIRD PARTY PROVIDES ANY WARRANTY OR GUARANTY (EXPRESS OR IMPLIED) OF ANY RESULTS OR OTHERWISE WITH RESPECT TO ACCESS OR USE OF DEALER DATA IN THE SERVICES. Shift Digital and/or the Service Providers may access Dealer Data in accounts created and managed by Shift Digital and/or the Service Providers on the third party sites or, if Dealer provides its account information and authorizes access to accounts managed by Dealer, Shift Digital and/or the Service Providers may access Dealer’s accounts directly on those third party sites. Dealer hereby authorizes and permits Shift Digital and/or the Service Providers to use the Dealer Data (i) to provide the Services, (ii) in the promotional materials of Shift Digital and/or the Service Providers, but only when Dealer Data is combined with other dealers' information/data and presented in an aggregated and de-identifiable manner, and/or (iii) to develop reports for MBCAMNAO, which may include directly sharing Dealer Data with MBCAMNAO.

Access to Dealer's Web Sites, Systems and Data. Dealer hereby authorizes Shift Digital, the Service Providers, and any Publisher that produces, collects or receives data pertaining to the Dealer’s website(s), advertising activity, sales leads, lead generation activity, Dealer’s use of the Services, or any of Dealer’s other business activities (the “Dealer Data”), to transfer, provide or otherwise make available the Dealer Data to Shift Digital, MBCAVCCL, and the Service Providers, in connection with providing the Services hereunder. The Dealer Data shall continue to be owned by the Dealer. Neither Shift Digital nor the Service Provider will use the Dealer Data or other customer information for any other purposes than those intended with the Services or as otherwise provided herein. Nothing in this Agreement shall obligate Shift Digital or any Service Provider to retain any Dealer Data. In the event the performance of the Services requires Shift Digital and/or the Service Providers to access Dealer's computer systems to collect Dealer Data or perform the Services, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access. Dealer understands and agrees that Shift Digital and/or the Service Providers may engage a data polling service to poll and transmit Dealer Data from Dealer’s DMS or other computer systems. Dealer hereby grants to Shift Digital and the Service Providers a royalty-free, non-exclusive, non-transferable, non-cancelable license to use the Dealer Data, including without limitation any sales and inventory data (to the extent available) obtained from Dealer’s computer systems, solely for the purposes of (i) performing the Services, (ii) consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products, (vi) making improvements to the Services, and (vii) developing new Services; provided, the Dealer Data shall not be used to disclose to any third party Dealer’s name or the name of any consumer, and shall not be sold to any third party. Dealer expressly authorize Shift Digital and the Service Providers to access Dealer Data maintained by third parties, including Google in such services as Google AdWords and Google Analytics, on Dealer’s behalf as Dealer’s agent in order to provide the Services. DEALER ACKNOWLEDGES AND AGREES THAT (A) DEALER IS RESPONSIBLE FOR COMPLIANCE WITH GOOGLE ADWORDS AND GOOGLE ANALYTICS POLICIES, TERMS OF USE, AND APPLICABLE LAWS AND REGULATIONS, AND (B) WHEN SHIFT DIGITAL AND/OR THE SERVICE PROVIDERS ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, SHIFT DIGITAL AND/OR SERVICE PROVIDERS ARE ACTING AS DEALER’S AGENT, AND NOT AS THE AGENT OF GOOGLE OR ANY OTHER THIRD PARTY. NEITHER SHIFT DIGITAL, MBCAVCCL, THE SERVICE PROVIDERS, GOOGLE NOR ANY OTHER THIRD PARTY PROVIDES ANY WARRANTY OR GUARANTY (EXPRESS OR IMPLIED) OF ANY RESULTS OR OTHERWISE WITH RESPECT TO ACCESS OR USE OF DEALER DATA IN THE SERVICES. Shift Digital and/or the Service Providers may access Dealer Data in accounts created and managed by Shift Digital and/or the Service Providers on the third party sites or, if Dealer provides its account information and authorizes access to accounts managed by Dealer, Shift Digital and/or the Service Providers may access Dealer’s accounts directly on those third party sites. Dealer hereby authorizes and permits Shift Digital and/or the Service Providers to use the Dealer Data (i) to provide the Services, (ii) in the promotional materials of Shift Digital and/or the Service Providers, but only when Dealer Data is combined with other dealers' information/data and presented in an aggregated and de-identifiable manner, and/or (iii) to develop reports for MBCAVCCL, which may include directly sharing Dealer Data with MBCAVCCL.

Access to Dealer's Web Sites, Systems and Data. Dealer hereby authorizes Shift Digital, the Service Providers, and any Publisher that produces, collects or receives data pertaining to the Dealer’s website(s), advertising activity, sales leads, lead generation activity, Dealer’s use of the Services, or any of Dealer’s other business activities (the “Dealer Data”), to transfer, provide or otherwise make available the Dealer Data to Shift Digital, MBCAPCNA, and the Service Providers, in connection with providing the Services hereunder. The Dealer Data shall continue to be owned by the Dealer. Neither Shift Digital nor the Service Provider will use the Dealer Data or other customer information for any other purposes than those intended with the Services or as otherwise provided herein. Nothing in this Agreement shall obligate Shift Digital or any Service Provider to retain any Dealer Data. In the event the performance of the Services requires Shift Digital and/or the Service Providers to access Dealer's computer systems to collect Dealer Data or perform the Services, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access. Dealer understands and agrees that Shift Digital and/or the Service Providers may engage a data polling service to poll and transmit Dealer Data from Dealer’s DMS or other computer systems. Dealer hereby grants to Shift Digital and the Service Providers a royalty-free, non-exclusive, non-non- transferable, non-cancelable license to use the Dealer Data, including without limitation any sales and inventory data (to the extent available) obtained from Dealer’s computer systems, solely for the purposes of (i) performing the Services, (ii) consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products; provided, the Dealer Data shall not be used to disclose to any third party Dealer’s name or the name of any consumer, and shall not be sold to any third party. Dealer expressly authorize Shift Digital and the Service Providers to access Dealer Data maintained by third parties, including Google in such services as Google AdWords and Google Analytics, on Dealer’s behalf as Dealer’s agent in order to provide the Services. DEALER ACKNOWLEDGES AND AGREES THAT (A) DEALER IS RESPONSIBLE FOR COMPLIANCE WITH GOOGLE ADWORDS AND GOOGLE ANALYTICS POLICIES, TERMS OF USE, AND APPLICABLE LAWS AND REGULATIONS, AND (B) WHEN SHIFT DIGITAL AND/OR THE SERVICE PROVIDERS ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, SHIFT DIGITAL AND/OR SERVICE PROVIDERS ARE ACTING AS DEALER’S AGENT, AND NOT AS THE AGENT OF GOOGLE OR ANY OTHER THIRD PARTY. NEITHER SHIFT DIGITAL, MBCAPCNA, THE SERVICE PROVIDERS, GOOGLE NOR ANY OTHER THIRD PARTY PROVIDES ANY WARRANTY OR GUARANTY (EXPRESS OR IMPLIED) OF ANY RESULTS OR OTHERWISE WITH RESPECT TO ACCESS OR USE OF DEALER DATA IN THE SERVICES. Shift Digital and/or the Service Providers may access Dealer Data in accounts created and managed by Shift Digital and/or the Service Providers on the third party sites or, if Dealer provides its account information and authorizes access to accounts managed by Dealer, Shift Digital and/or the Service Providers may access Dealer’s accounts directly on those third party sites. Dealer hereby authorizes and permits Shift Digital and/or the Service Providers to (i) use the Dealer Data (i) to provide the Services, (ii) in to aggregate and de-identify the promotional materials of Shift Digital and/or the Service Providers, but only when Dealer Data is combined (i.e., combine the Dealer Data with other dealers' information/data and presented present the combined data in an a manner that does not identify Dealer as the source of any of the aggregated data or attribute any of the combined data to Dealer) and use the Dealer Data in the such aggregated and de-identifiable manneridentified manner for any reasonable business purpose in perpetuity, and/or (iii) to develop reports for MBCAPCNA, which may include directly sharing Dealer Data with MBCAPCNA.