Signup Request Form

between MOC Products Company, Inc., 12306 Montague Street, Pacoima, California (“MOC” or “Licensor”), and  {Company Name:1}

having its principal place of business at:  {Address:2}. {City:3}, {State:5} {Zip:4}

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 email 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, resell, 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.

7. INDEMNIFICATION. Each party (“Indemnitor”) will indemnify, defend and hold the other party, its officers, directors, employees and agents (individually or collectively, “Indemnitees”) harmless from any and all actions, causes of actions, claims, demands, losses, damages, expenses or liabilities of whatsoever kind and nature, including judgments, interests, and reasonable attorney’s fees, and all other reasonable costs, expenses and charges (“Claims”) incurred by the Indemnitees to the extent directly resulting from Indemnitor’s breach of this Agreement, its negligence or willful misconduct.
8. CONFIDENTIALITY. Each party acknowledges and agrees that any and all information emanating from the other’s business, in any form, including the Agreement in its entirety, and any methods, systems, or other elements created, learned or developed by Licensee in performing this Agreement is ‘Confidential and Proprietary Information.” Each party agrees that it will not, during or after the term of this Agreement, permit the duplications or disclosure of any such Confidential and Proprietary Information to any person (other than an employee, agent, or representative of the other party who must have such information for the performance of its obligations hereunder), unless such duplication, use or disclosure is specifically authorized by the other party in writing. Confidential and Proprietary Information is not meant to include any information which, at the time of disclosure, is in the public domain.
9. MISCELLANEOUS: (a) Entire Agreement, Modifications and Waiver: This Agreement is a complete and exclusive statement of the agreement between the parties with respect to the subject matter herein. This Agreement supersedes all prior proposals and understandings, oral or written, relating to subject matter herein and may be amended only by a written document executed by both Licensor and Licensee. Failure by either party to enforce any provision of this Agreement should not be deemed a waiver of that provision or of any other provision of this Agreement. (b) Force Majeure: Licensee or Licensor shall not be responsible for any delay or failure in performance resulting from acts beyond its control. (c) Assignment: Licensee may not assign this Agreement, or sublicense, assign or delegate any right or duty hereunder without the prior written consent of Licensor. The Agreement may not be modified or amended unless in writing by mutual agreement of the Parties. (d) Governing Law: This Agreement shall be interpreted and construed in accordance with the laws of the State of California without regard to its conflicts of laws principles. Each Party hereby absolutely and irrevocably consents and submits to the jurisdiction of the courts in Los Angeles, California. This Agreement may be executed in any number of counterparts, which shall, taken together, constitute but one Agreement.

IN WITNESS WHEREOF the Parties have hereunto set their hands and seals as of the day and year first above written. 

Licensee’s Authorized Domain:_____________________________(E.g. @abcdealership.com) 

Digital Contract Emailed to: mocu@mocproducts.com

Note: Licensee shall be responsible for verifying the status of Authorized Users, valid email addresses to Licensor. Licensee shall cooperate with Licensor in additional security procedures reasonably requested by Licensor.