Foureyes® Ambassador Program Terms

Thank you for participating in the Foureyes Ambassador Program (the “Ambassador Program”)! The Ambassador Program is for dealerships, auto groups, agencies, and individual users who believe in the power of Foureyes. Enrolling as a Foureyes Ambassador is an easy way to generate rewards, while helping your community experience the benefits Foureyes has to offer. To be eligible for the Foureyes Ambassador Program, the Company must review and accept these Foureyes Ambassador Program Terms (the “Agreement”) and the Ambassadors must agree to participate in the program.

Foureyes will issue its Ambassador Program participants (individually and collectively “Rewards”) based on business referred to Foureyes by the Company’s Ambassadors. The amount of the Reward, subject to adjustment by Foureyes, will be based on the volume of enrollments of Direct Referral actions as outlined below:

Subject to the terms and conditions of this Agreement, Rewards will be sent or issued within 30 days of the Direct Referral’s completion of the Qualifying Event as described by the table above.

The Company agrees to allow its employees or other personnel to participate in the Ambassador Program subject to the terms of this Agreement.

The Company must consent to the terms of this Agreement within ninety (90) days of the date of the applicable Ambassador’s enrollment to be eligible for the Rewards earned by the Ambassador unless such time period is extended or waived by Foureyes in writing.

Definition of Key Terms:

• Ambassador(s) are parties who have agreed to perform as an Ambassador for the Company subject to the terms and conditions of this Agreement.
• Company is the entity signing below. Company must be an active customer of a Foureyes product throughout the lifetime of their term of the Ambassador Agreement to be eligible for the Rewards. The representative signing below represents they have authority to bind the Company to this Agreement.
• Direct Referral is where the Ambassador made the direct introduction between the customer and Foureyes and is a new customer. Direct Referrals will only be counted as such if Ambassador follows the referral process details as provided in writing by Foureyes.
• Referred customers who are not active customers (not implemented) will be excluded from the calculation of Company’s Rewards.
• Customers who are delinquent in their payments for a period in excess of 30 days owed to Foureyes will be excluded from the calculation of Company’s Rewards.
• Shared Referrals are ones in which multiple parties (whether Ambassadors or other parties), contributed to bringing the initial relationship to Foureyes. Credit for Shared Referrals will be allocated amongst Ambassadors at the sole discretion of Foureyes and will generally default to the referral made first in time. If the Shared Referral is made by Ambassadors from multiple Companies, the Rewards may be allocated to the Companies pro rata. The pro rata allocation will be made at the sole discretion of Foureyes and is subject to modification by Foureyes without limitation.
• Paid Product: Any eligible paid product offered by Foureyes to the Direct Referral customer. Free Trials and OEM-sponsored limited-life promotions are not classified as eligible Paid Products.
• Free Trial: A limited-life Foureyes product offered to the Direct Referral customer free of charge.
• Qualifying Event(s): The necessary action taken by an Ambassador(s) to trigger the relevant Rewards as described above.
• Rewards: A Foureyes giftbox or $1,000 in the form of credit toward monthly Foureyes bill or a check paid to the Company, as outlined in the table above.

Intellectual Property Rights. Foureyes has developed and is in the business of developing and owns, and controls certain proprietary technology, software, applications, data, templates, methods, systems and designs (“Intellectual Property”). The Company and Ambassador will not acquire any rights title or interest in any Intellectual Property of Foureyes. The parties exclusively own and retain all right, title and interest in their respective intellectual property now existing or hereafter produced or acquired including, without limitation, all rights in trade secrets, patents, inventions, concepts, copyrights, trademarks, and work rights. The parties acquire no rights to any intellectual property of the other party owned or created by the other party by virtue of this Agreement, disclosure, and/or use by the other party.

Confidentiality. Company acknowledges that, during the term of this Agreement, they may receive non-public information relating to customers, business, operations or underlying technology of Foureyes (“Confidential Information.”) Company will not provide any Confidential Information to third parties. Company will not provide any confidential information of third parties to Foureyes® unless Ambassador notifies Foureyes in writing that information provided is confidential and must remain confidential. Company’s execution, delivery, and performance of this Agreement will not result in a breach or violation of, nor constitute a default under, any agreement, law, judgment, or order, or require the consent, authorization, or approval of any person or party.

Modifications. Foureyes may modify the terms of this Agreement or the Ambassador Program at any time by providing written notice to Ambassador and Company and unless the Company terminates this Agreement within five (5) business days of the modification notification, this Agreement will be deemed automatically modified in accordance with the modification notice from and after the date of the applicable notice.

Miscellaneous Terms. This Agreement may be terminated at either time by either party providing written notice to the other party. After a termination, no parties will have any rights or responsibilities of any kind or nature following the termination. Should the Company no longer be qualified as a customer of Foureyes products, this Agreement will immediately terminate and Company will no longer be owed any future Rewards described herein. Notwithstanding anything to the contrary in this Agreement, this Agreement does not create an agency relationship between the parties and does not establish a joint venture or partnership between the parties. No party to this Agreement has the authority to bind another party or represent to any person that the party is an agent of the other party. Foureyes does not provide warranties or indemnities hereunder, and this Agreement limits Foureyes’ liability to the Company or Ambassador. The Company and Ambassador shall not misrepresent the services provided by Foureyes or the products offered (including any guarantees regarding use of the Foureyes products). The Company and Ambassadors shall not make or publish any statement, claim, representation or warranty about Foureyes products that are inconsistent with or beyond the scope of Foureyes marketing materials provided to the Company and Ambassador or otherwise authorized in writing by Foureyes for the Company or Ambassador use. This Agreement is governed by the laws of the State of Delaware, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement. Any disputes will be litigated in Kent County, Delaware. This Agreement contains the complete agreement between the parties regarding the Ambassador Program and supersedes all other understandings whether written or oral regarding its subject matter. If a provision of this Agreement is illegal or invalid in any respect, the balance of the provisions will remain intact, unaffected, and valid in every other respect. The term “person” means any natural person, corporation, limited liability company, partnership, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity. Foureyes may assign this Agreement at any time and without notice. This Agreement is binding each party and their respective heirs, successors, and assigns. This Agreement does not create any third-party beneficiary rights in any person. All notices under this Agreement must be given in writing and delivered to the designated address supplied to the other party to the addresses provided below. Such notice is effective as indicated in supporting documentation evidencing personal delivery, transmission via e-mail, fax, certified mail, or overnight delivery service or email to the address specified below with proof of delivery.