Rate Card

1.
Your agreement with Modix upon signature agrees the package signed for on a 12 month term. This term will take place for a minimum period of 90 days. The contract will include a 90 day cancellation which means any retailer can downgrade/cancel products within 90 days at any point during the contract

2.
Any amendments to the rate card package will not affect the end date of 12 month term which was agreed upon initial signature of this contract. Any additions will also be an agreement for 12 months from the date of first go-live.

Modix 360 

INTERPRETATION

1.
If there is any conflict between Cox’s standard terms and conditions, available at https://www.modix.co.uk/en/terms-conditions, as they may be amended from time to time (the “Standard Terms”) and these Special Terms and Conditions, these Special Terms and Conditions shall apply to the extent of any conflict.

2.
Defined terms which are used but not defined in these Special Terms and Conditions shall be as defined in the Standard Terms.

SUBSCRIPTION

3.
Modix 360 comprises the Software and Online Services (“Modix 360”). Modix 360 is provided to You on a subscription basis as detailed in the Order (“Subscription”).

4.
Your use of and subscription to Modix 360 is governed by the Standard Terms where applicable and these Special Terms and Conditions, together the “Terms”.

5.
The Subscription will begin when the Customer first receives training (“Commencement Date“).  Notwithstanding the Minimum Period set out in the Standard Terms, the Subscription shall continue for a minimum term of 12 months from the Commencement Date (“Minimum Term”), after which the Subscription shall automatically renew for further 12-month periods, unless either party gives at least 3 months written notice to terminate the Contract, such notice to be given at any time provided it does not expire before the end of the Minimum Term.

EQUIPMENT REQUIREMENTS

6.
In order to use Modix 360, You will need to use, as a minimum, the equipment set out in the Modix 360 Hardware Package Document as updated by Cox from time to time (“Required Equipment”).

7.
Once you have confirmed that you have the Required Equipment in place, and provided that at least one product implementation has been completed (namely that You can send a product in a live environment to either the dealer website or used vehicle locator, as applicable (together, the “Training Pre-requisites”), Cox will work with You to book onboarding training day for Modix 360. This will typically be held at a central location, or as otherwise agreed with the Modix Regional Account Manager and is chargeable in addition to the Subscription fees in accordance with the Modix trainer day rates as set out in the Order.

8.
It is Your responsibility to ensure that the Training Pre-requisites are in place prior to the scheduled onboarding training. You will be able to cancel the onboarding training day at no cost at any point up to 2 weeks before the scheduled date. If You cancel the training with less than 2 weeks’ notice or fail to ensure the Training Pre-requisites have been met, You may be charged for the reasonable costs of the onboarding training, including any travel and venue hire costs incurred by that time.

9.
You acknowledge that You are responsible for Your internet connection and the reliability and security of that connection. You are required to maintain wireless broadband internet connection with upload speeds of not less than 1Mbps, although performance of Modix 360 will be optimised if faster speeds are used. Cox is not responsible for any failures of Modix 360 resulting from an insufficient or unreliable internet connection nor any liability arising out of Your failure to use the Required Equipment.USAGE RIGHTS AND RESTRICTIONS

10.
Cox grants You a non-exclusive, non-transferable and non-sub-licenseable (except to the extent You use a third-party IT provider for your internal business purposes) licence to use Modix 360 during the term of the Subscription for use in the Territory in accordance with the Terms.  If the Order refers to Affiliates, this licence will also extend to those Affiliates.

11.
You shall not resell or redistribute Modix 360 nor use Modix 360 outside of the Territory.

12.
You shall not copy, reproduce, manufacture, reverse engineer, disassemble or reverse compile the Software and APIs.

13.
You acknowledge that Modix 360 is not intended for the archiving of images, spins and videos and when a vehicle is removed from Your stock-feed, You will no longer be able to access those images, spins and videos. If You wish to access these images, spins and videos at a later date, You must save and back-up the images, spins and videos outside of Modix 360.

14.
Cox shall provide You with the support services for Modix 360 described in the information pack and provided to You during the onboarding process.  Any incidents arising in relation to Modix 360 shall be categorised and dealt with in accordance with Cox’s standard SLA (as it may be amended from time to time), which is available upon request.

15.
You acknowledge that the provision of ongoing support may be subject to You upgrading the Required Equipment and/or Software from time to time and further acknowledge that a failure to upgrade the Required Equipment and/or Software may limit Cox’s ability to provide support for the Software and/or Online Services.

16.
Cox shall provide You with logins to access the Online Services. You shall be responsible for any activity via those logins and shall ensure that Your users take precautions to keep such logins confidential and secure.

17.
Subject to the limitations described in the Contract, Cox shall use its reasonable endeavours to make the Online Services available for not less than 99% of each month of the Subscription, save that any planned or scheduled maintenance shall be excluded from any availability calculations and target.

18.
The Customer acknowledges and accepts that Cox may use anonymised statistics from Your use of Modix 360 for the purpose of supporting continuous development of Modix 360, the Online Services and other services, as well as to understand market behaviour.

LIMITATION OF LIABILITY

19.
Notwithstanding the position set out in the Standard Terms, Cox’s total liability to You (and your Affiliates who have been granted rights to use Modix 360 pursuant to an Order), in respect of all Losses arising or in connection with the Contract (whether in contract, tort, breach of statutory duty or otherwise) shall in no circumstances exceed 100% of the Subscription Fees paid to Cox in respect of the subscription year in which the incident giving rise to the liability occurred.

GENERAL

20.
To the extent applicable, an obligation on You to do or not to do something is also an obligation on You to procure that Your Affiliates do or don’t do that thing. For the avoidance of doubt, You shall be responsible to Cox for the acts and omissions of Your Affiliates.

21.
This Contract (including any associated non-contractual disputes or claims arising out of it) is governed and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with it.

DEFINITIONS

APIs the application programming interfaces that communicate between the Software and Your inventory syndication systems to enable the publication of images, spins and videos on Your website;
Contract the Terms (as defined above) and the Order;
Online Services the reporting suite service and such other online services as may be provided alongside the Software;
Order an order entered into between Cox and You for the provision of the Software and the Online Services;
Software means Cox’ proprietary software, APIs and the third-party software which together make up the Modix 360 product;
Territory the United Kingdom; and
You/Your the Customer as set out in the Order.

Modix 360 customers who signed up prior to November 1st 2019

1. Modix 360 comprises of the Software and online Services (“Modix 360”). Modix 360 is provided on a subscription basis as detailed in the Order (“Subscription”).

2.
The Subscription will begin when the Customer receives training. The Subscription shall continue for the Minimum Term. Upon expiry of the Minimum Term the Subscription shall automatically renew for further 12 month periods, unless either party gives at least 3 months written notice to terminate the Contract on expiry of the Minimum Term or anniversary of the expiry of the Minimum Term.

3.
In order to use Modix 360, the Customer will need to use at a minimum the equipment set out in the Modix 360 Kit Checklist as updated by Modix from time to time. This is the preferred equipment as recommended by Modix, it’s a nonexhaustive list and other equipment may be compatible.

4.
Once you have confirmed that you have the requisite equipment, and provided that at least one product implementation has been completed, Modix will work with the Customer to book the Onboarding Training day. This will typically be held at central location, or as otherwise agreed with the Modix Regional Account Manager. The cost of which, mentioned above, is per Modix trainee per day.

5.
The Customer must ensure that the Training Pre-requisites are in place and will be able to cancel the Onboarding Training at any point up to two weeks before the appointed date. Cancellation by the Customer of the training within this two week period, or failure to ensure the Training Pre-requisites have been met may result in the Customer being charged for the reasonable costs of the Onboarding Training, including any travel and venue hire costs incurred by that time.

6.
Cox Automotive grants the Customer a licence to use Modix 360 during the term of the subscription.

7.
The Customer acknowledges that it is required to maintain wireless broadband internet connection with upload speeds of not less than 1Mbps. Cox Automotive is not responsible for any failures of Modix 360 resulting from an insufficient or unreliable connection.

8.
The Customer acknowledges that Modix 360 is not intended for the archiving of images and when a vehicle is removed from the Customer’s stock-feed, images will no longer be accessible by the Customer. If the Customer wishes to access the images at a later date, the Customer must save the images outside of Modix 360.

9.
Cox Automotive shall provide the support services described at www.modix.co.uk/en/terms-conditions. The provision of ongoing support may be subject to the Customer upgrading the Kit and/or Software. The Customer acknowledges that failure to upgrade the Kit and/or Software may limit Cox Automotive’s ability to provide support for the Software and/or online Services.

10.
Cox Automotive shall provide the Customer with logins to access to the online Services. The Customer shall be responsible for any activity via those logins.

11.
Subject to the limitations described in the Contract, Cox Automotive shall use reasonable endeavours to make the online Services available for not less than 99% of each month of the Subscription.

12.
The Customer acknowledges and accepts that Cox Automotive may use anonymised statistics from the Customer’s use of Modix 360 for the purpose of supporting continuous development of Modix 360 and other services, as well as to understand market behaviour.

Modix Image

1.
Modix App is provided on a subscription basis as detailed in the Order (“Subscription”).

2.
The Subscription will begin on the date on which the Services are activated. The Subscription shall continue for the Minimum Term. Upon expiry of the Minimum Term the Subscription shall automatically renew for further 12-month periods, unless either party gives at least 3 months written notice to terminate the Contract on expiry of the Minimum Term or anniversary of the expiry of the Minimum Term.

3.
Cox grants the Customer a licence to use Modix App during the term of the Subscription. Cox shall provide the support services
for Modix App described at https://www.modix.co.uk/en/terms-conditions

4.
The Customer acknowledges that Modix App is not intended for the archiving of images and when a vehicle is removed from
the Customer’s stock-feed, images will no longer be accessible by the Customer. If the Customer wishes to access the images at a
later date, the Customer must save the images outside of Modix App.

5.
Cox shall provide the Customer with logins to access to the online Services. The Customer shall be responsible for any activity
via those logins.

6.
The Customer acknowledges and accepts that Cox may use anonymised statistics from the Customer’s use of Modix App for
the purpose of supporting continuous development of Modix App and other services, as well as to understand market behaviour

Modix LiveChat+

1.
Definitions
In these special terms, the following definitions apply:
“APIs” refers to the set of programming instructions used to access the Portal.
“CAO” means Contact At Once Limited which develops, maintains, hosts, markets and licenses the CAO Service on behalf
of Modix.
“CAO Service” means the service developed and owned by CAO known as Contact At Once! that monitors the Presence of the
Customer and offers various communication channels between Users and the Customer.
“Content” refers collectively to the Conversations and the Presence, usage, statistical and analytic data with respect to the use
of the CAO Service by Modix, the Customer and Users.
“Conversation(s)” means the conversation(s) between the Customer (or CAO on behalf of the Customer) and Users on or
through the CAO Service using IM, voice calls, SMS text messages, video and email.
“Customer Website(s)” means the website(s) owned or managed by the Customer and identified in the Order Form.
“Integration Code” means the code provided for incorporation into the Customer Website(s), which enables transmission of
the appropriate Presence Graphic and display of a Conversation.
“Managed Answering Service” means the service provided by CAO to answer Conversations on behalf of the Customer.
“Portal” refers to the website developed, hosted, owned and operated by CAO as a part of the CAO Service that is dedicated
for use by Modix to access, among other things, the Content.
“Presence” means the online/offline status of a Customer.
“Presence Graphics” means the images rendered on the Customer Website(s) that depict the Presence of a Customer.
“User” means a user of the Customer Website.

2.
Grant of Licence

2.1.
Subject to the terms of this Agreement, Modix grants the Customer the right to deploy Presence Graphics on the
Customer Website, linking to the CAO Service and facilitating Conversations between the Customer and Users (the “Licence”).

2.2.
The Licence includes the right to:

a.
access the Content on the Portal through use of the APIs; and

b.
use, store transmit and display any component of the Content, including the right to create derivative works, subject to all
applicable laws.

3.
CAO Managed Answering Service.

3.1.
If the Customer has elected to receive CAO’s Managed Answering Service, CAO will use commercially reasonable efforts to:

a.
answer Conversations;

b.
deliver to the Customer a transcript of every Conversation answered via email or XML feed;

c.
answer, on behalf of the Customer, Conversations initiated by Users:

i.
where the Customer’s personnel are at work but unable to answer a Conversation within the Customer-specified
timeframe; and

ii.
outside of the Customer’s business hours.

3.2.
CAO will use commercially reasonable efforts to answer such Conversations and gather User information according to the agreed instructions provided in writing by the Customer. The Managed Answering Service shall not be available on Christmas Day.

4.
Ownership of the CAO Service.
The Customer acknowledges that, subject to the Licence granted, CAO owns all right, title and interest (including, but not limited to,
all copyrights, patents, trademarks, trade names and trade secrets and other proprietary rights) in and to the CAO Service and the
components there of (including the Integration Code), in whole and in part.

5.
Customer Covenants Regarding Use of APIs and Integration Code.
The Customer‘s use of the APIs and Integration Code is subject to the following restrictions:

a.
No Other Use. The Customer may not use the APIs or Integration Code, or authorise or permit any third party to use the APIs or
Integration Code, for any purpose other than those expressly authorised under the Agreement.

b.
No Assignment or Sublicensing. The Customer may not sublicense, transfer or otherwise assign its rights in the Integration Code
to any third party.

c.
Updated Versions. The Customer must replace on each Customer Website the current version of the Integration Code with any
updated Integration Code promptly upon its receipt from Modix and/or CAO.

d.
Modifications and Repairs. The Customer may not modify or repair the Integration Code, whether through the services of its own
employees or of independent contractors (other than Modix), except to fill in the blank fields explicitly defined in documentation
provided by Modix or CAO as “variables to be filled in by Customer”.

6.
Content.

6.1.
Aggregate Content.
The Customer acknowledges that Modix and CAO is authorised to use, disclose and publish any Content, such as statistics and
analyses, that is incapable, either independently or if mixed with other data accessible by Modix or third parties, of identifying the
Customer or any Users.

6.2.
E-Mail Communications.
At the request of a User or the Customer, CAO will deliver Content to the User or the Customer, as the case may be, via e-mail. The
Customer consents to this communication policy and acknowledges that any such e-mail communication is unencrypted. The
Customer agrees not to hold CAO responsible for any damages the Customer may suffer as the result of any unauthorised
disclosure of Content resulting from any such e-mail communication.

7.
Customer Warranties.
The Customer warrants and undertakes that the Customer Website terms of use and privacy policy will provide Users with notice or
consent, as required under applicable law, that by using the CAO Service third parties will be processing the User’s personal data
obtained from the Conversations as set out in this Agreement. The Customer shall indemnify Modix for any losses it suffers as a result
of its breach of this clause 7.

8.
Confidentiality.
The Customer will maintain the confidentiality of all information of a proprietary and confidential nature relating to the CAO Services.
The Customer acknowledges and agrees that CAO and Modix may share information pertaining to the use of the CAO Services
by the Customer with each other.

9.
Sole remedy for Modix LiveChat.
Neither Modix nor its suppliers (e.g. CAO) shall be liable or obligated to the Customer in any manner for any special, incidental or
exemplary or consequential damages of any kind (including, but not limited to, damages or costs incurred as a result of loss of time,
loss of data, loss of profits or revenue, or loss of use of the company service) regardless of the form of action, whether in contract, tort,
negligence, strict product liability, or otherwise, even if company has been informed of the possibility of any such damages in advance.
The remedies set forth in this Agreement constitute the sole remedies available to the Customer or any third party for a claim relating
to the CAO Service. In no event shall Modix and its suppliers entire liability for any damages to the Customer or to any other person or
entity regardless of the form of action, whether based on contract, tort, negligence, strict liability, products liability or otherwise, ever
exceed the fees owed to and received by Modix under the agreement during the 12 months immediately preceding the events giving
rise to such claim. Neither the Customer nor its supplier (e.g. CAO) shall be liable for any acts or omissions of third parties not under
its control or for any third party services, code, technology, applications, policies, procedures, or products. In the event that applicable
law does not allow the limitation of liability as set forth above, this limitation will be deemed modified solely to the extent necessary to
comply with applicable law.

Modix AdBox

This Agreement consists of the Conditions, these Additional Terms and Conditions and the attached Order Form and is made
between Cox Automotive Retail Solutions Limited (“Cox”) and the user identified in the Order Form (“You”). Cox may unilaterally
update and amend the Conditions or the Additional Terms and Conditions at any time during the Term. In the event of any conflict
between the Conditions and these Additional Terms and Conditions the Additional Terms and Conditions shall take precedence.
Additional Terms and Conditions

1.
Cox shall, in respect of each Retail Product, make available to Customer on a
monthly basis:

a.
the number of impressions of Customer’s Ads delivered across the Google
Network;

b.
the number of Clicks delivered for the Customer across the Google Network;
and
c. the amount of money spent by Cox on AdWords Inventory for the Customer.

2.
Customer warrants that it does not have a Google AdWords account which has
been active during the last 90 days.

3.
Customer shall at all times act in accordance with AdWords T&Cs and shall not carry out any act or omission which causes Cox to be in breach of the AdWords T&Cs. Customer acknowledges that Customer’s AdWords account may be immediately suspended or terminated by Google should it be in breach of the AdWords T&Cs.

4.
This Agreement may be immediately terminated by Cox if the Customer is deemed to be a “Disqualified Advertiser” by Google.

5.
Cox’s liability to the Customer arising from any given event or series of connected events under or in connection with this Agreement, shall be limited to the lessor of: (i) the amount paid or payable by Customer to Cox under this Agreement in the three months immediately preceding the month in which the event (or first in a series of connected events) occurred and (ii) £25,000.

6.
The Services provided to Customer by Cox are re-sold by Cox on behalf of Google and as such as provided on an “as-is” basis. Cox does not make any representation or warranty as to the performance of any Services or their fitness for any particular purpose.

7.
If, on the anniversary of contract signature the Total Subscription paid by the Customer exceeds the amount spent on AdWords Inventory under this Agreement then Cox shall refund the Customer the excess amount. The Management Fee is non-refundable.

8.
Clause 3 (Goods), 4 (Delivery of goods), 5 (Quality of Goods) and 6 (Title and Risk) of the Conditions shall not apply to this agreement. The following definitions will apply to these additional Terms and Conditions:
“Ad” means an advert which refers to an advertiser and which is served by Google
through the AdWords Program.
“AdWords Inventory” means any advertising made generally and commercially available to advertisers by Google through the AdWords Program.
“AdWords Program” means the advertising program currently offered by Google under the name “AdWords” or any successor advertising program offered by Google.
“AdWords T&Cs” means the policies, terms and conditions applicable to the AdWords Program (as in force from time to time) set out at http://adwords.google.com/select/tsandcsfinder.
“Google Network” means (a) any website, application, property or any other media owned, operated or provided by Google on which Google places ads, and (b) any website, application, content, property or any other media owned, operated, or provided by a third party upon which Google places ads under a contractual agreement with that third party.
“Google” means Google Ireland Limited of Gordon House, Barrow Street, Dublin 4, Ireland;
“Retail Product” means any product incorporating AdWords Inventory that Cox offers to sell and sells to Customers.
“Total Subscription“ means the amount payable by the Customer to Cox each month for the purchase of AdWords Inventory.

9.
The term of this Agreement shall be for a minimum period of 3 months from the time Modix first provides the AdBox services. Thereafter the term will continue on a monthly basis until either party issues a minimum of one month’s notice.

Modix Virtual Tour
1. This Agreement consists of the  of this Subscription Agreement, the order form (the “Order Form”), and Modix standard terms and conditions of Customer available at https://www.modix.co.uk/en/terms-conditions (the “Agreement”) and is made between Cox Automotive Retail solutions trading as “Modix UK” and the Customer identified in the Order Form (the “Customer”).  In the event of conflict between any of these terms, they shall take precedence in the order set out above.
Customer
2. Modix agrees to provide certain photography services to the Customer as set out in this Agreement (the “Services”) in connection with the Google Program (the “Program”.)
The Services shall be performed in accordance with the Modix Virtual Tour Services Agreement copy of which is available on request or can be viewed at http://www.google.co.uk/intl/en/help/maps/Customerphotos/faq.html (the “Photography Services Agreement”). In the event of any conflict or inconsistency between the Agreement and the terms of the Photography Services Agreement, the Photography Services Agreement shall prevail. The Customer acknowledges and agrees that it will be required to sign or confirm its agreement to the Photography Services Agreement when the Service Provider’s personnel visit its premises to perform the Services.

3. The Customer acknowledges and agrees that the Modix’s sole obligation shall be to provide those Services which are detailed in Section 4 of the Photography Services Agreement in accordance with the terms of the Photography Services Agreement, for the purposes taking and uploading photographs to Google for use by Google as part of the Program. The Service Provider shall have no further responsibility or liability to the Customer in connection with the Program and the Customer acknowledges and agrees that the Program shall thereafter be operated by Google in accordance with the “Google Terms of Service” (as defined in the Photography Services Agreement).

4. The fees for the provision of the Services (“Service Fees”) shall be as stated in the Order Form and are exclusive of any applicable Value Added Tax which the Customer agrees to pay in addition at the prevailing rate on receipt of an invoice therefor. The Modix shall be entitled to invoice for the provision of the Services in accordance with Section 3 of the Photography Services Agreement and the Customer agrees to pay all such invoices by the end of the month following the month in which the invoice is dated. If payment is not made by the due date, without prejudice to any other rights which may be available to it, Modix may charge interest at a rate of 2% above the base interest rate of Barclays Bank plc from time to time from the due date until the date of payment, whether before or after judgement.
The Modix may increase the Services Fees due on renewal of this Agreement (as detailed in paragraph 5 below) by giving the Customer not less than 3 months prior notice in writing.
Subscription Agreement
5. This Agreement shall commence on the date that the Customer signs a copy of this Agreement or otherwise confirms its acceptance of this Agreement (the “Commencement Date”).

6. The Modix may terminate this Agreement forthwith by notice in writing in any of the following events: (i) the Modix ceases to be a Trusted
Agency or Trusted Sales Agency in connection with the Program; (ii) the Customer commits any material breach of the terms of this Agreement and fails to remedy that breach within 30 days of being required to do so; (iii) an encumbrancer takes possession or a receiver or an administrative receiver is appointed over any of the property or assets of the Customer; (iv) the Customer makes any voluntary
arrangement with its creditors or becomes subject to an administration order; (v) the Customer goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement); (vi) any distress, execution, sequestration or other process being levied or enforced on the property of the Customer which it does not discharge within 7 days; (vii) anything analogous to any of the foregoing
under the law of any jurisdiction occurs in relation to the Customer; or (viii) the Customer ceases, or threatens to cease, to carry on Customer.

7. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the jurisdiction of the Courts of England and Wales.

8.
Once an appointment has been agreed with Modix or with a nominated training partner, the Customer agrees to adhere to that date. If the Customer should cancel or postpone for any reason prior to that appointment, they agree to the following scale of cancellation/postponement charges:
Within 5 (five) Customer Days: 25% of the charge.
Within 2 (two) Customer Days: 100% of the charge.

9.
The Customer enters into this Agreement for the term set out in this Order Form Term” . The Customer acknowledges that the Term is fixed, and shall pay the Fee  on a monthly basis in [advance/arrears] by way of direct debit to an account notified by Modix.

10.
The Customer has the right to terminate this Agreement on giving 30 days written notice. In which case, the Customer shall be liable to pay the remaining [fees/charges] that would have otherwise been payable for the remainder of the Term. This clause 10 shall take precedence over any other terms referred to in this Order Form.

Modix Importer

1.
The term of this Agreement shall be for a minimum period of 3 months from the time Modix first provides the Importer services. Thereafter the term will continue on a monthly basis until either party issues a minimum of one month’s notice