These Marketplace Terms and Conditions are incorporated by reference into all Order Forms (each an "Order Form") entered into between SHAED, INC., a Delaware corporation ("SHAED") and the party named in the Order Form ("Customer"). These Terms and Conditions and the Order Form executed by SHAED and Customer constitute a binding agreement and together are collectively referred to as the "Agreement".

1. 1.

   Definitions

   1. 1.1

      Unless otherwise stated, each capitalized term used in these Terms and Conditions shall have the meaning given to such term in the Order Form. The following terms have the following meanings:

      1. (i)"Party" means SHAED or Customer and "Parties" means both of them.
      2. (ii)"Portal" means the SHAED propriety portal accessible by Customer in connection with the Services, including Customers access and use of Website with the Services.
      3. (iii)"Customer Content" means all content and materials provided or made accessible by Customer to SHAED, including links, banner ads, logos, trademarks, names, branding, videos, vehicle and vehicle inventory descriptions and data (including, without limitation, make, model, mileage, features, condition and pricing information), text, photographs, images, data management system ("DMS") information, contact information, and Customer websites.
      4. (iv)"Website" means commercialevs.com and applicable microsites, which are owned and operated by SHAED.
2. 2.

   Services and information

   1. 2.1

      These Terms and Conditions pertain to and govern Customer's use of and sale of vehicles, products and/or Services through the Website. These Terms and Conditions together with the Order Form, constitute a binding and enforceable agreement between SHAED and Customer and are referred to collectively as the "Agreement". Subject to the terms and conditions of the Agreement, SHAED will provide the Services identified on the Order Form for the Fees identified on the Order Form.
   2. 2.2

      SHAED acknowledges and agrees that as between SHAED and Customer, all data, information and materials owned or provided by Customer to SHAED in connection with the Order Form, the Services and the Agreement, including, without limitation, data management software ("DMS") data, inventory and photo feeds, body invoices from Customer's suppliers, other materials and information provided by Customer as part of the onboarding and integration process, and all electronically stored data and hard copy originals (collectively, "Customer Data"), are and shall remain the property of Customer. Customer Data shall not be utilized by SHAED for any purpose other than as expressly permitted by the Agreement. Customer agrees to provide SHAED with the Customer Data requested by SHAED in order to provide the services to Customer, including but not limited to body invoices from Customer's suppliers.
   3. 2.3

      Customer also grants to SHAED permission and the right to obtain an export of data and information from Customer's inventory provider, DMS provider and webhost or web hosting service provider and agrees to cooperate with SHAED in obtaining such information from the respective providers. In addition, Customer agrees to provide links from Customer's website to the new Customer branded commercial inventory powered by SHAED and authorizes SHAED to promote the commercial inventory site to buyers of customers products or services on behalf of Customer.
   4. 2.4

      Customer authorizes and grants to SHAED a perpetual, worldwide, sublicensable, freely assignable, transferrable, irrevocable license and right to use, analyze, process, aggregate, reproduce, distribute, modify, create derivative works or databases from, and include in the SHAED services provided to others or other products and services offered by SHAED to others, the Customer Data and other information made available to or provided to SHAED hereunder, provided that SHAED shall not disclose any

      1. (i)non-public personal information ("NPI") or
      2. (ii)Customer's Confidential Information (as hereinafter defined), other than in aggregated form.
   5. 2.5

      Customer agrees that it shall use the Services and any data made available by SHAED that has been processed, aggregated, created, developed, analyzed or modified by SHAED ("Enhanced Data"), only for purposes expressly permitted hereunder and solely for Customer's internal business use, and shall not copy, make derivative works from, reverse engineer or decompile, sell, offer to sell or otherwise commercially exploit, assign, redistribute, disclose, disseminate or otherwise make available in any manner expressly not provided in the Agreement, any of the SHAED services or Enhanced Data, or any part thereof, or any of the concepts and/or technology or proprietary rights embodied therein, to any third party, without the prior written consent of SHAED in each instance, or use of the Service or any Enhanced Data made available by SHAED to engage in any activity that is identical or similar to, or competitive with, SHAED services.
   6. 2.6

      Customer acknowledges and agrees that all rights, title and interest in the Services, including Enhanced Data and any information or services incorporating data of SHAED or Enhanced Data, and any custom products or services created or provided in connection with or related to the Agreement, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to SHAED or its licensors.
   7. 2.7

      If applicable and included in the Services, SHAED agrees to display the advertisements provided by Customer ("Ads") on the Website and in the manner and frequency set forth in the Order Form. Unless otherwise agreed, Customer will provide all advertising materials to SHAED at least three business days before the desired date of publication. If advertisement materials are not provided in accordance with this policy, SHAED cannot guarantee that the corresponding advertisement will commence by the start date indicated in the Order Form. All changes to an advertisement must be made in writing (and prior to the lead time deadline). All advertisements are subject to SHAED's approval. SHAED reserves the right to reject any Ads at any time, for any reason whatsoever (including, but not limited to, the opinion of SHAED that any placement thereof may subject SHAED to criminal or civil liability). Both parties agree that the terms, pricing and specific information concerning the SHAED services are Confidential Information of SHAED. Each party agrees to use the same degree of care to protect the confidentiality of the Confidential Information of the other party and to prevent its unauthorized use or dissemination as it uses to protect its own Confidential Information of a similar nature, but in no event shall exercise less than reasonable due diligence and care. Each party agrees to use the Confidential Information of the other party only for purposes permitted by this Agreement. All Confidential Information remains the property of the party disclosing the information and no license or other rights to Confidential Information is granted or implied, except as provided for herein.
   8. 2.8

      In addition to the foregoing, SHAED is authorized to display advertisements of any electric vehicle manufacturer (OEM) or upfitter in SHAED's sole discretion. Customer acknowledges and agrees that its use of Website and the Portal for the purchase and sale of its vehicles, products or services is not exclusive to Customer and SHAED may extend rights to the Website and provided similar services to competitors of Customer.
   9. 2.9

      As used herein "Confidential Information" means any confidential, proprietary or trade secret information of a party, whether oral, or written, of a private, secret, proprietary or confidential nature, concerning either party or its business operations; however, Confidential Information does not include information that

      1. (i)is or becomes generally known to the public without breach of any obligation owed to a party,
      2. (ii)was known to a party prior to its disclosure by the party without breach of any obligation owed to such party,
      3. (iii)is received from a third party without breach of any obligation owed to a party,
      4. (iv)was independently developed by a party,
      5. (v)any information about a vehicle, including but not limited to, configuration, model, pricing and other information contained in the Customer Data.
   10. 2.10

       The Parties' obligations under this Section of the Terms and Conditions shall survive any termination or expiration of the Agreement. Each party represents, warrants, and covenants that it has implemented adequate administrative, procedural, technical, and physical safeguards designed to

       1. (i)provide for the security and confidentiality of NPI provided, collected, and/or received in connection with the Agreement,
       2. (ii)protect against any anticipated threats or hazards to the security or integrity of NPI, and
       3. (iii)protect against unauthorized access to or use of NPI which could result in substantial harm to a Party's customers.

       In addition, each Party will notify customers of security breaches as required by applicable law. Each Party represents and warrants that it is knowledgeable of, and familiar with, all applicable federal, state, and local laws, rules, regulations, codes, directives, and industry standards relating to privacy (collectively, "Privacy Laws") and will implement a privacy policy which will comply with all Privacy Laws, fully and accurately disclose the data collection, use and disclosure practices in connection with the use of the Service, and be clearly and conspicuously available to all users. Customer will, at all times, comply with its obligations described in its privacy policy. SHAED will have no responsibility for Customer's compliance with Privacy Laws.
   11. 2.11

       During the term of this Agreement, Customer grants SHAED a non-exclusive, assignable, transferrable, worldwide license to use Customer trademarks and trade names on SHAED's website and in promotional materials distributed by SHAED and to identify Customer as a user of the Services. Customer grants SHAED a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute any Ads. No changes may be made to any advertisement without Customer's prior written consent.
   12. 2.12

       SHAED hereby grants to Customer, during the term of this Agreement, a nontransferable license under SHAED's copyrights to use any SHAED software products and associated documentation provided to Customer in connection with the Services and all such software products and documentation necessary for Customer's utilization of the Services as provided for in the Agreement.
   13. 2.13

       SHAED shall not be responsible for any inability to provide the Services which results from

       1. (i)the inability of SHAED to access Customer Data;
       2. (ii)Customer requested information not being present in the Customer's DMS or body manufacturer's data.
   14. 2.14

       SHAED reserves the right to change, amend or modify the terms and conditions contained in these Terms and Conditions, any policy or guidelines on SHAED's website, and/or its services, or to discontinue the offering, support, and maintenance of any Service to Customer, at any time by providing Customer with advance notice concerning changes, amendments or modifications. Unless otherwise specified, any changes, amendments or modifications will be effective upon the first to occur of either

       1. (i)Customer's indication of acceptance of such change, amendment or modification, or
       2. (ii)thirty (30) days after Customer's receipt of such change, amendment or modification, unless Customer sends written notice to SHAED of its objection to such change amendment or modification during such period, and Customer agrees that Customer's continued use of the Services after such time shall constitute Customer's acceptance of such changes, amendments or modifications.
   15. 2.15

       Notwithstanding anything to the contrary herein, Customer covenants and agrees to allow SHAED to monitor the use of, and to access and use any data or information relating to the use of, any vehicles sold by or on behalf of Customer through the Website. Further, notwithstanding anything to the contrary contained in the Agreement, or in any privacy policy, Customer hereby grants to SHAED a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to access and use for any purpose any and all data and information acquired through

       1. (i)Customer's use of the CommercialEVs.com and
       2. (ii)the use of any items purchased or sold through the Website, including, without limitation, vehicle usage data.

       Customer further covenants and agrees to assist and cooperate fully with SHAED as necessary to secure and maintain access to, and enable the use of, such data and information, including, without limitation, by allowing SHAED to monitor the use of vehicles Customer sells through the Portal.
3. 3.

   Fees and renewals

   1. 3.1

      Customer shall pay to SHAED the Fees as set forth in the Order Form. Any unused Service cannot be carried over to subsequent months. Unless otherwise provided for in the Order Form, billing will start the day the Customer enters into the Agreement and will be prorated for the 1st month. Fees, charges and other payments by Customer are non-refundable (including if the Agreement is terminated before the end of the then-applicable term), and package levels cannot be decreased during the then applicable term.
   2. 3.2

      Fees and charges for the Services shall be paid in advance, either annually or monthly in accordance with the Order Form. Payment by Customer is due on receipt of an invoice from the SHAED. Customer is responsible for providing SHAED with complete and accurate billing and contact information and notifying SHAED of any changes to such information. Customer shall pay the fees identified on the Order Form.
   3. 3.3

      If Customer does not pay the SHAED the applicable amount due within thirty (30) days of the date of the applicable invoice, interest will accrue on the unpaid balance of any late payment at a rate equal to the lesser of

      1. (i)one and one-half percent (1.5%) per month and
      2. (ii)the highest rate permitted by Law, until all amounts owed have been paid.

      Customer shall be solely responsible for any taxes payable to, or assessments made by, any governmental or taxing authority in connection with Customer's use of or access to the Services. If SHAED has the legal obligation to pay or collect any taxes for which Customer is responsible, SHAED will invoice Customer and Customer will pay that amount unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority.
   4. 3.4

      The term of this Agreement will commence when the Agreement has been entered into by Customer and accepted by SHAED, and will continue until all subscriptions hereunder have expired or been terminated. The term of each subscription for a service or product shall be as specified in the applicable Order Form. Except as otherwise specified in the Order Form, the Services will automatically renew for additional periods equal to the expiring term, unless either party gives the other party notice of non-renewal or termination at least 30 days before the end of the then current term. SHAED may increase the fees for a future renewal term by providing notice at least 60 days prior to the beginning of the applicable renewal term.
4. 4.

   Representations and warranties

   1. 4.1

      Customer represents and warrants that Customer's services, products or Customer Data, and providing any Customer Data or rights to Customer Data to SHAED pursuant to the Agreement, do not and will not violate or infringe any third-party rights or agreements applicable to Customer or to which Customer is a party or personal rights or require consent of any third party under any agreement or instrument to which Customer is a party or by which Customer is bound. Customer represents and warrants that any information set forth in listings that Customer requests SHAED to make public in connection with the Services ("Listings"), including, but not limited to, Customer Data, is true and correct and that such listing contains the necessary information and disclosures to comply with applicable law and regulations. Customer represents and warrants to SHAED that

      1. (i)Customer holds all necessary rights to permit the use of the Ads by SHAED for the purpose of this Agreement;
      2. (ii)the Ads do not and will not violate or infringe any third party rights or agreements applicable to Customer or to which Customer is a party or personal rights or require consent of any third party under any agreement or instrument to which Customer is a party or by which Customer is bound;
      3. (iii)the use, reproduction, distribution, transmission or display of the Ads, any data regarding users, and any material to which users can link, or any products or services made available to users, through the Ads will not
   2. 4.2

      Each Party represents and warrants to the other that

      1. (i)it and its employees, officers and representatives are fully authorized and permitted to engage in the business relationship contemplated in the Agreement,
      2. (ii)the person signing the Agreement on behalf of such party has been duly authorized and empowered to enter into this Agreement, and
      3. (iii)it has read the Agreement, understands the Agreement, and agrees to be bound by the Agreement.
5. 5.

   Limited warranty, liability and indemnification

   1. 5.1

      EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. NEITHER SHAED NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

      1. (i)THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT;
      2. (ii)THAT THE PORTAL OR THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
      3. (iii)ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SHAED AND ITS AFFILIATES DISCLAIM ANY AND ALL SUCH WARRANTIES.
   2. 5.2

      Customer shall indemnify, defend and hold harmless SHAED and its officers, directors, associates, members, partners, employees and affiliates from and against any loss, liability or expenses, including reasonable legal fees arising out of or relating to any claim, action, or proceeding brought by a third party against SHAED regarding this Agreement arising out of breach by Customer of any provisions of this Agreement, including, but not limited to, any claim based on Listings or Ads, or Customer's failure to comply with Privacy Laws. Other than a failure to comply with the confidentiality obligations provided for the Agreement, or the representation on Listings and on Ads contained herein, neither party shall have any liability for any indirect, incidental, consequential, exemplary, punitive or special damages of any kind, including without limitation

      1. (i)lost profits, lost revenue, loss of business or loss of data
      2. (ii)exemplary, punitive, special, incidental, indirect or consequential damages or the like, or
      3. (iii)for cost of cover, recovery or recoupment, of any investment, each of which is hereby excluded by agreement of the Parties regardless of whether such Damages were foreseeable or whether a Party has been advised of the possibility of such damages.

      Neither party may bring any action or claim hereunder more than one year after the cause of action has accrued. In no event shall a Party's aggregate liability to the other Party or any third party for any claims, costs, losses, damages of any kind, judgements, fines, penalties, interest and expenses (including attorney's fees and costs of any investigation, defense, and settlement) for any reason whatsoever, and regardless of the form of action or legal theory, exceed the fees paid by Customer to SHAED during the twelve month period immediately prior to the event creating the liability. The limitations of liability provided for herein reflect the allocation of risk between the Parties.
6. 6.

   Termination

   1. 6.1

      Either Party may, by written notice to the other Party, terminate the Agreement, in whole or in part, if the other Party:

      1. (i)breaches the Agreement in a way that is incapable of cure or, with respect to a breach capable of cure, the other Party does not cure the breach within thirty (30) days of receiving written notice of that breach;
      2. (ii)becomes insolvent or admits its inability to pay its debts generally as they become due or becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within thirty (30) Business Days or is not dismissed or vacated within six (6) months after filing or makes a general assignment for the benefit of creditors;
      3. (iii)is dissolved or liquidated or takes any corporate action for such purpose or has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   2. 6.2

      In addition to its rights under other sections of the Agreement, SHAED may also immediately terminate or suspend the Services, or Customer's access to the Portal and other services of SHAED, remove Customer's listings, and/or terminate the Agreement at any time in its reasonable discretion if Customer violates the terms of the Agreement. Sections 3, 4, and 5 of the Terms and Conditions shall survive the expiration or termination of the Agreement for any reason.
7. 7.

   General

   1. 7.1

      The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
   2. 7.2

      Nothing contained in this Agreement is intended to confer upon any third party any rights, benefits, or remedies of any kind or character whatsoever under or by reason of this Agreement. This Agreement, as may be amended from time to time as described herein, together with any applicable terms, conditions or provisions appearing on SHAED's website as part of this Agreement, sets forth the entire agreement, and supersedes any and all prior agreements, of Customer and SHAED with respect to the subject matter hereof. If any of the provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any law, the remaining provisions shall remain in full force and effect and shall not in any way be affected or impaired. Customer may assign or transfer this Agreement or any rights or obligations under this Agreement with the prior written consent of SHAED, which shall not be unreasonably withheld or delayed, provided that the assignee or transferee agrees in a writing satisfactory to SHAED to assume and be bound by the provisions of this Agreement. SHAED may assign this Agreement and its rights hereunder without the consent of Customer, including in connection with any merger, sale of assets, or similar transaction to which SHAED or its affiliates is a party.
   3. 7.3

      All notices are to be sent to the address of Customer provided for in the Order Form and to SHAED at 108 N Washington Ave, #300 Minneapolis, MN 55401. Notices shall be deemed effectively given:

      1. (i)when received, if delivered by hand, with signed confirmation of receipt;
      2. (ii)when received, if sent by a nationally recognized overnight courier, signature required;
      3. (iii)when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee's normal business hours or on the next business day, if sent after the addressee's normal business hours;
      4. (iv)on the fifth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
   4. 7.4

      The Agreement is governed by and construed in accordance with the internal Laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the Laws of any jurisdiction other than those of the State of Iowa. Any legal suit, action, or proceeding arising out of or related to the Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Iowa, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.
   5. 7.5

      Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement or the transactions contemplated hereby.
   6. 7.6

      For purposes of the Agreement,

      1. (i)the words "include," "includes," and "including" are deemed to be followed by the words "without limitation";
      2. (ii)the word "or" is not exclusive;
      3. (iii)the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole.
      4. (iv)the words "greater than" and "less than" mean > and <, respectively;

      The Parties intend the Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.