Iden’s Dealer Services – Wholesale Customer Terms & Conditions

1. Acceptance. Iden’s Dealer Services, LLC (“Iden’s”) has performed or will perform certain services (the “Services”) requested by Dealer (“Dealer”),on the Idensonline web scheduling portal or by other verbal or written request. By requesting the Services, the Dealer acknowledges and agrees to be bound by these Terms and Conditions (collectively, the “Agreement”), in addition to any other agreements, contracts, and other terms and conditions set forth in writing between Iden’s and Dealer. If there are any inconsistencies between these Terms and Conditions and an existing agreement between Iden’s and the Dealer, the terms of the existing agreement shall control. The Agreement may not be modified except by a writing signed by an authorized Iden’s representative.

2. Payment Terms. All payments for Services performed in the prior month shall be due and payable by the 15^th of the following month. Any payments which are more than 10 days delinquent shall bear interest at a rate of 1% per month until paid in full.

3. Representations and Warranties. Iden’s agrees to cooperate in passing through any applicable and available third party warranties that may be available in connection with the Services. Except as otherwise expressly stated in the Agreement or any other written contract between Iden’s and Dealer, Iden’s disclaims all representations, warranties and conditions, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality and warranties arising out of course of dealing or usage of trade.

4. Limitation of Liability. Dealer acknowledges and agrees that, except as otherwise expressly provided in the Agreement, Dealer’s sole remedy for any and all claims, liabilities, losses, damages and injuries arising from, or related to, the Agreement and the Services shall be limited solely to Iden’s re-performance of the Services, and that Dealer shall not be entitled to any monetary damages of any kind for any reason. Without limiting the foregoing, Dealer acknowledges and agrees that Dealer shall indemnify and hold Iden’s harmless from, and Iden’s shall not be liable to Dealer, or Dealer’s employees, customers, or agents, or any third party for, (a) any incidental, indirect, special, punitive or consequential damages arising out of, or related to, the Agreement or the Services, whether or not Dealer was advised of the possibility of such damages, or (b) any claims, losses, liabilities, damages or injuries resulting from Dealer’s actions or actions of Dealer’s employees, customers or agents (whether due to negligence or any other cause).

5. Miscellaneous. The Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington without regard to conflicts of law principles. The parties hereto irrevocably consent to the exclusive jurisdiction and venue of the courts located in King County, Washington for all suits arising under, or related to, the Agreement or the Services. If any provision of the Agreement is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible.  If such provision cannot be so enforced, such provision shall be stricken and the remainder of the Agreement shall be enforced as if such provision had never been contained in the Agreement.  The Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.