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EXHIBIT 10.36
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INTERNET MARKETING AGREEMENT
CARSMART(R)IS A REGISTERED TRADEMARK OF A.I.N. CORPORATION
A.I.N. CORPORATION * 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000 * Xxx Xxxxx, XX 00000
Tel. (000) 000-0000 * Fax (000) 000-0000
THIS AGREEMENT, dated _____________ is entered into by A.I.N. Corporation, a
California Corporation ("AIN"), and ________________________________("Dealer").
PURPOSE OF AGREEMENT: This agreement sets forth the terms and conditions of
Dealer's participation in the XxxXxxxx.xxx(R) Internet Marketing & Advertising
Program (herein referred to as Program) and the mutual obligation of Dealer and
A.I.N. in connection therewith.
OBLIGATIONS OF AIN: In consideration of Dealer's fulfilling all of the
obligations herein set forth, AIN agrees, for the term of this agreement, to
include Dealer as a Participating Dealer in the XxxXxxxx.Xxx Internet Marketing
Program. The Program may from time-to-time be redefined and changed by AIN to
afford Dealer the promotional, training, advertising and other benefits of
participation therein. AIN shall provide a marketing program on the Internet and
within traditional media to attract potential buyers and shall forward
information regarding the potential buyers identified for the make(s) set forth
below and in the territory (defined below) of the Dealer. Additionally, AIN
will:
a) filter or screen all customers, to ensure accuracy, prior to
providing Dealer with consumer information.
b) provide dealer with an exclusive territory (except in the State of
Texas).
c) allow Dealer to list new vehicles on the XxxXxxxx.xxx Network.
d) provide dealer with a "business card" web page within XxxXxxxx.xxx
participating dealer pages.
e) provide direct Internet Sales training to dealer. (In most cases
training will be conducted locally at an off-site location)
f) grant Dealer a non-exclusive license that will allow dealer access
to an automated customer tracking and communications system called
Smart-Trac.
g) use reasonable efforts to forward consumer information to Dealer
within 60 minutes of receipt from consumer.
AIN warrants that it is the lawful holder of the federally registered trademark
CarSmart(R) and that it is the owner and operator of the CarSmart(R) web site
located at URL xxx.xxxxxxxx.xxx. The services to be provided hereunder by AIN,
together with any modifications and/or improvements therein made by AIN or
Dealer during the term of this agreement, or any extensions thereof, and all
copies thereof, are proprietary to AIN and title thereto remains in AIN. All
applicable rights to patents, copyrights, trademarks and trade secrets in the
Program and in the name "CarSmart" and its logos are and shall remain sole
property of AIN.
OBLIGATIONS OF DEALER: Dealer understands and agrees that the Program is
intended to identify for Internet Consumers (hereafter referred to as
Prospective Buyers), ethical automobile dealers who are ready, willing, and able
to provide new vehicles at a fair price and without the anxiety and hassle
frequently associated with the process of acquiring a new vehicle. Dealer agrees
and warrants that all of Dealer's dealings hereunder will be completely fair and
in accordance with the highest ethical standards.
Dealer agrees:
1. to provide a bonafide price quote to all CarSmart customers via
telephone, fax or e-mail.
2. to provide price quote within 6-8 business hours after receiving
request.
3. to extend to Prospective Buyers, courteous, ethical service in
connection with the purchase of vehicles.
4. to price any vehicle included in the program lower than that which a
knowledgeable and diligent buyer can generally obtain for the same
model, similarly equipped, from the Dealer or from other dealers
within the Dealer's marketing area.
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5. to offer any dealer-installed optional equipment or service,
including extended service contracts, that the customer wishes to
purchase with the automobile at a fair xxxx-up, so as not to exceed
Dealer's average selling price for that equipment or service.
6. that Prospective Buyers may special-order models covered by the
Program at the same discount price.
7. that all of the terms and conditions contained in Dealer information
transmitted to Prospective Buyers shall remain in full force and
effect and be binding upon Dealer for a period of seven (7) days
after its transmittal (including transmittal by e-mail or
facsimile), provided the identified vehicle remains available for
sale.
8. to offer Prospective Buyers the better of dealer-advertised price
and the pre-arranged price set in the price quoted or transmitted to
Prospective Buyers.
9. not to interfere with the Prospective Buyers' choice of financing
institution, and the benefits to Prospective Buyers afforded under
the Program shall not in any way be dependent upon financing the
purchase or lease through any particular financing institution.
Dealer further agrees not to solicit financing from any Credit Union
member utilizing the program. Dealer acknowledges violation of this
term will cause immediate termination of agreement.
10. to appraise all trade-ins at, and to credit all trade-ins at, or
above, their ACTUAL CASH VALUE notwithstanding the discount being
afforded under this Agreement.
11. at its sole cost and expense, to provide the computer and other
office equipment necessary to use and receive the services to be
provided hereunder by AIN.
12. that it is an independent contractor and not an agent or employee of
AIN and that AIN does not have, nor shall it exercise, any right of
control as to the personnel, manner, methods or means employed by
the Dealer. Dealer at all times shall act in the capacity of an
independent contractor and shall be exclusively responsible for its
acts.
13. to have a minimum of one (1) CarSmart trained representative on
staff. Dealer agrees to send dealership representative off-site to a
CarSmart conducted Internet Sales skills training seminar when
conducted in Dealer's local geographic area.
TERRITORY OF DEALER. Subject to the terms and conditions set forth in the
Agreement, AIN hereby grants to Dealer the exclusive, non-transferable right to
use the services of the Program to be performed by AIN, as contemplated by this
agreement, within the geographical area (zip code, county descriptions
preferable), defined as: _______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
AUTOMATED INVENTORY RETRIEVAL OPTION: Dealer may elect to use an automated
inventory loading option, at an additional monthly charge (service limited to
ADP and R&R systems only). Upon selection of this option Dealer agrees to allow
telephone/modem computer access to host and will provide a login/user ID for
this purpose only.
[ ] I elect to use the automated inventory retrieval system (See Fee Schedule)
[ ] I elect to use a non-automated inventory retrieval option (A Free Service)
[ ] I elect not to post my inventory online at this time.
INDEMNIFICATION: Dealer agrees to indemnify and hold AIN, its agents, employees,
affiliates, directors, officers, and managers free and harmless from all
liability for any debts, obligations or claims including fees and expenses
arising from or connected with the operation of the business of the Dealer.
FEES and Payment:
1. Dealer agrees to pay AIN: A $ ___________ territory exclusivity fee
with Dealer's execution of this agreement.
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2. Dealer shall pay AIN the amount of $ __________ as a monthly marketing
fee which is due and payable monthly (billed 30 days in advance, Terms
net 10) on the first day of each calendar month.
3. The total first quarter fee including exclusivity fee of $ _________ is
due upon the signing of this agreement and subsequent monthly fees of
$__________ are due each month starting _______ assures Dealer's
participation.
The first quarter total marketing fee and exclusivity is due and
payable concurrently with the execution of this agreement.
AIN reserves the right to change the structure, method and or basis of the fee
at any time during the term of this Agreement. In the event AIN chooses to
change the fee structure it must notify the Dealer, in writing, 30 days prior to
the effective change. Upon notification of the fee structure change the dealer
has the option to terminate this Agreement. In the event Dealer chooses to
terminate, Dealer must notify AIN, in writing within 10 days of receipt of the
new fee structure terms. AIN shall not require an affirmative response from
dealer in the event Dealer chooses to accept new fee structure.
TERM: This agreement shall be for a term of (12) months, commencing upon the
date hereof and terminating on _____________, unless sooner terminated according
to the provisions hereof. Upon mutual consent of the Dealer and AIN this
agreement may be extended at twelve (12) month intervals, up to a maximum of
three (3) successive terms. All renewal requests and consent shall be evidenced
in writing and signed by each party hereto. In the event services are continued
without written extension of this agreement and all non-conflicting terms
therein shall be deemed as a holdover contract and extended on a re-occurring
month to month basis until terminated by either party or by breach of any part
of this agreement. AIN reserves the right to redefine the Dealer's territory and
monthly rate based upon the quantity of referrals forwarded to Dealer anytime
after initial six month participation. The parties agree however, that in no
event shall more than one (1) increase be made to the amount of the fee within
the initial twelve (12) month period.
TERMINATION: AIN may terminate this agreement:
a) immediately for any breach of this agreement by Dealer which is not
cured within ten (10) days after Dealer receives written notice of
the breach from AIN.
b) immediately if any fees due AIN under this agreement are unpaid and
outstanding more than (30) days after AIN makes a written request
for payments.
c) immediately upon the Dealers' sale or transfer of all, or
substantially all, of its dealership assets and or management and
control.
d) upon sixty (60) days written notice to Dealer (30 days in the case
of a holdover term).
e) immediately upon a finding of Dealer's violation of state or federal
law or conviction for such violation.
f) immediately if an order for liquidation against Dealer is entered
into.
In the event that AIN terminates this agreement as a result of Dealer's breach
of any provision of this agreement, whether material or otherwise, Dealer shall
forfeit all fees previously paid, and such forfeiture shall not be in limitation
of, but shall be in addition to, any other remedy which may be available to AIN
as the result of such breach.
DEALER'S OBLIGATION UPON EXPIRATION OR TERMINATION: Upon expiration or
termination of this agreement regardless of the circumstances, AIN shall have no
further obligation to Dealer under this agreement and Dealer's participation in
the Program shall cease. Dealer shall remain liable to AIN for any and all
unpaid obligations due hereunder until paid in full.
ATTORNEYS FEES and COSTS: If any legal action is necessary to enforce the terms
of this agreement, the prevailing party shall be entitled to reasonable
attorney's fees and costs in addition to any damages and other relief to which
such party may be entitled.
GOVERNING LAW and JURISDICTION: This agreement shall be governed by the laws of
the State of California, in the county of Contra Costa. Any dispute or claim
arising between the parties hereto brought by
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AIN against the Dealer shall be brought in a court of competent jurisdiction
within the state and county in which the Dealership resides.
COMPLIANCE: Dealer agrees that it will meet all legal requirements of the city
and county in which it operates. Dealer also agrees to comply with all federal,
state and local laws regulating Dealer's business.
WARRANTY and LIMITATION OF LIABILITY: AIN makes no warranty regarding the
performance of its services hereunder and Dealer specifically waives all
warranties, expressed or implied arising out of, or in connection with, the
services to be provided under this agreement by AIN. In no event shall AIN be
liable for any loss of business profits, or any consequential, incidental,
punitive or similar damages, or for the claims of damages made by any third
party.
PERFORMANCE: The failure by either party at any time to require performance by
the other party of any provisions of this agreement shall not affect the right
to require such performance at any time thereafter, nor shall the waiver by
either party of a breach of any provision of this agreement be taken or held to
be a waiver of the provision itself.
NOTICES: All notices, requests and consents given under this Agreement shall be
in writing and shall be delivered by hand or certified mail to:
If to AIN:
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A.I.N. CORPORATION
CarSmart(R) ONLINE NETWORK
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
If to Dealer:
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At the address shown below
ACCEPTANCE. This agreement becomes valid and binding upon acceptance by AIN.
This agreement shall remain available for acceptance by AIN for a period of 14
days following the agreement date set forth at the beginning of the agreement.
Upon acceptance, AIN shall immediately mail a copy of the fully executed
agreement to Dealer.
REQUISITE AUTHORITY. The undersigned hereby represents that he or she is
authorized on behalf of their respective corporations to enter into this
agreement, and that each corporation is in good standing under the laws of the
state of their incorporation and/or physical residence.
Additional Terms, If Any _______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
ENTIRE AGREEMENT: This agreement contains the entire agreement between AIN and
the Dealer and no modification or supplement to the terms hereof shall be
binding unless in writing and signed by both parties.
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DEALER: PLEASE VERIFY FOR PRINT ACCURACY:
DATA FOR DEALERSHIP'S LISTINGS AGREEMENT
Enter Clearly and Completely
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Dealer's Name Categories No. of Listings
1)
2)
3)
4)
5)
6)
7)
Address Telephone No.
Fax No.
City Reps for Program
1)
State 2)
Zip
Dealership e-mail address Dealership Authorized Signature for
Agreement and Data
@
By:
Computer system type
1) Print Name and Corporate Title
2)
[ ] Check if payment is enclosed or received.
Accepted By: __________________________
A.I.N. Corporation
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CARSMART DEALERSHIP ENROLLMENT INFORMATION
THIS FORM MUST BE COMPLETED AND FAXED BACK WITH CONTRACT
Dealership Name:
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Address:
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City:
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State:
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Phone Number: ( ) - Ext. No.
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Fax Number: ( ) - (who will receive the leads)
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E-mail Address:
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E-mail Address #2:
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Dealership Web-site: http://
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DEALERSHIP SALES
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CarSmart Designated Rep(s):
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Accounts Payable Contact:
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Inventory Contact:
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Dealer Principal (Send monthly reports to):
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Person(s) Authorized to make changes on account:
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Hours of Operation: Mon-Fri to Sat to Sun to
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Dealership Slogan:
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Marketing Message:
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