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This AGREEMENT is made on ______________________ between MOC Products Company, Inc., 12306 Montague Street, Pacoima, California (“MOC” or “Licensor”), and ____________________having its principal place of business at NOW, THEREFORE, in consideration of the premises and mutual covenants of the parties contained herein, it is hereby agreed as follows: Recitals: Licensor sells automotive products to Licensee (“Products”). In connection with the products, Licensor has developed and owns a series of online training tools entitled the MOC University Sales Advisor Training Program (the “Program”). Licensor utilize the Program solely for its staff to promote and use the Product. 1. LICENSE. Upon payment of the license fee set forth herein, and in accordance with the other terms and conditions of this Agreement, Licensor hereby grants Licensee a non‐exclusive, non‐transferable, revocable license to use the Program and to provide access to the Program electronically via the Internet only to Authorized Users at Authorized Sites or via Remote Access (the “License”). Authorized User is an employee, agent, or contractor of the Licensee. Authorized Sites means those dealer authorized domains listed in Exhibit “A”. (a) Licensee is authorized to permit Authorized Users to: (i) view and search the content of the Program; and (ii) view, download and print individual documents from the Program for use of or by an Authorized User. (b) Notwithstanding any of the terms of subparagraph (a) of this section, Licensee shall not, and shall not permit any Authorized User to: (i) allow anyone other than an Authorized User to use or access the Program, or display or otherwise make any information from the Program available to anyone other than an Authorized User; (ii) transmit electronically, via e‐mail or any other file transfer protocols, any portion of the Program; (iii) create a searchable archive of any portion of the Program; (iv) systematically access, search and/or download, reproduce, retain or redistribute any portion of the Program, or use robots or intelligent agents, or other software or automated products, to do so; (v) sell, re‐sell, rent, lease, license, sublicense, assign or otherwise transfer the Program, or any portion thereof, or any rights granted in Section 2; (vi) alter, modify, repackage, adapt or prepare derivative works based upon the Program or any portion thereof, including any text or graphics, or combine any portion of the Program with any other material; or (viii) delete or remove in any form or format, including on a printed article or photocopy, any copyright information or notice contained in the Program. (c) In the event either party becomes aware of any unauthorized use of the Program as set forth in Section 2(b), they shall notify the other party of such unauthorized use and take reasonable efforts to suspend such user’s access to the Program. MOC reserves the right to request and receive, in a timely manner, such list if there is reason to believe that unauthorized usage is occurring. 3. INTELLECTUAL PROPERTY RIGHTS. Licensee agrees that Licensor is the owner of all right, title and interest in and to the Program and/or has the right to license portions of the Program, including all copyright and other intellectual property rights under United States and international laws. 4. TERM & TERMINATION: (a) This Agreement shall continue in effect month to month (the “Initial Term”) from the Activation Date. The Agreement will be automatically renewed for an additional month (the “Renewal Term”) upon payment by Licensee of the renewal license fee within thirty days prior to the expiration of the Initial Term or any subsequent Renewal Term. Licensee acknowledges that the terms and conditions applicable to any Renewal Term may be modified by Licensor at its discretion. Licensee may cancel the Renewal at least thirty (30) days prior written notice to any Renewal Term. (b) Upon termination of the License, Licensee agrees to and shall make all reasonable efforts to delete all copies of Program in its possession or control that were downloaded pursuant to Section 2(a)(ii). (c) MOC retains the right to suspend Licensee’s access to the Program in the event of a breach of this Agreement. The suspension will remain in effect until Licensee has cured the breach, and Licensee shall not be entitled to a refund of any fees during the suspension. (d) Without prejudice to any other rights and remedies Licensor may have, upon lapse, breach or termination of the Agreement, due to non‐payment of the license fee or otherwise, the License granted herein will automatically terminate, Licensor will terminate all online access to the Program by Licensee and its Authorized Users, and Licensee will immediately cease all use of the Database and the Program.