Auto Dealer Term Sheet

Fees Schedule

Fees Schedule

Auto Dealers

BidThat Car, the world's first Automatic Negotiator^® is the perfect sales-person that never sleeps. It can handle virtually all your buying and selling needs around the clock.

Consider the following:

• Give auto buyers in your market the ability to buy your vehicles (24/7) from the privacy of their homes as they negotiate one-on-one with the system

• Buy directly from other dealers, private-parties and corporate rentals

• Eliminate the need for going to auctions. Save time and money as you shop for new acquisitions 24/7, including weekends

• Don't have the vehicle your customer is looking for? You have access to thousands of other dealer, corporate rental, and private party vehicles that you can showcase to your customer to make instant deals.

• Bypass book sheet sales

• Offer your wholesale inventory to wholesale buyers directly

• Arrange payments and escrow deposits through the system.

Our privacy policy is clear: WE DO NOT COLLECT, SELECT, RENT OR SELL YOUR PERSONAL INFORMATION without your explicit permission. We process user data and accessibility at this Web site through our secure proprietary online software platform.

Cookies Usage

We use client-side and server-side cookies at this website. A cookie is a small piece of text that is sent to a visitor's browser by a Web site. The browser provides this piece of text to the originating Web site when this visitor returns. Our Web site uses cookies to help personalize your experience. A "persistent" cookie may be used to help save your settings and customizations across site visits. Also, if you log in to our software, such a cookie will be used to recognize you as a valid user so you will not need to log in each time you visit the site. Most Web browsers are initially configured to accept cookies, but you can change this setting so your browser either refuses all cookies or informs you when a cookie is being sent. Also, you are free to delete any existing cookies at any time. Please note that many features of our Web site may not function properly when cookies are disabled or removed.

Web Site Visits

The Web servers that host this Web site will, by default, record certain information it automatically receives from the browser, such as the Web request, Internet Protocol (IP) addresses, browser type, language preference, referring site, pages viewed and the order of those pages. This information is used to help diagnose problems with our servers, to make the site more useful and to customize the site and personalize its content for you.

Statistical information

By analyzing the Web site usage as explained above, we may compile certain statistical information, such as most popular music or most visited pages. This aggregate statistical information is not linked to any personal information. We may share such non-personal statistical information with our partners. When you use our products via a web browser or a plug-in, certain statistical information may be gathered about your usage of the product and used for diagnostic purposes and improving FoxyTunes. This information may include your device's platform (e.g., OS X, Windows XP, etc.). We may share such aggregate and anonymous statistical information with our partners. This information is aggregate and anonymous meaning it will not be linked to any personal information even if you are signed into the our Network.

Personal information

In order to make your experience more personal, you may choose to create a User account. In order to create an account you may be asked to provide certain personal information including your email address. Your email address will help you recover lost or forgotten passwords, and may be used to send service-related announcements or periodic updates. We will always provide a clear way for you to opt out of receiving periodic updates. If you choose to provide personal information (such as your name or address) to us, we will not share this information with third parties or other users without your explicit permission, except when required by law, subpoena or court order. When you are logged in to your account you can share content with others via email, such as artist or song information, The personal information you provide when sharing content is only used to send the email on your behalf and is not collected or used for marketing purposes.

Third Party Sites

We may display links to 3rd party sites and/or display information from 3rd parties. We cannot be held responsible for any 3rd party Web sites and accessing their content will be subject to their own privacy policies, which we advise you to check when you visit their Web sites.

Policy Changes

We reserve all rights to and may update this Privacy Policy from time to time. We encourage you to review it periodically.

Comments and Questions

If you have any comments or questions about our privacy policy see the contact information at our website.

Last updated: August 3, 2010

Legal & Binding Agreement

The following are terms of a legal agreement between You and BID THAT^®. By accessing, browsing and/or using this web site or corresponding web services (collectively, the ''Site''), you acknowledge that you have read, understood, and agree, to be bound by these Terms & Conditions (collectively,'Terms'' or ''terms'') and to comply with all applicable laws and regulations. If You do not agree to these terms, do not use the Site. Exit immediately. We may at any time revise these terms by updating this posting. By using the Site, You agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current terms to which You are bound. Direct all your questions to our "Legal Department" using the contact page found at this Web site.

Credit or Debit Card May Be Required

To use the BidThat system, you must sign-up by requesting a user account. All accounts are vetted and approved or disapproved by our team based on the information provided at sign-up. User is responsible for the validity and accuracy of all user information provided within the system. Certain user types must have a valid credit or debit card on file. All payment due to Bidthat will be deducted from the card on file.

Associated Fees & Charges

Depending on your account type, which grants you access to this Web site, there may be one-time and/or monthly subscription fees charge to your account. All cost of usage including related products and services are found in the Fees Schedule in your ''My Account section'' and/or the Web Store area of this website. You agree to pay fees on schedule. You are liable for all additional fees levied by third-party for return payments, insufficient funds, closed accounts or any other discrepancy that may cause your payment to us to not be successful.

License to Use Site

You must be at least 13 years of age in order to use this site. You may use the Site and its content for personal, non-commercial purposes only. You may not use the Site in a way that could damage its content or impair its nominal operation in any way. You must access this Web site only through an HTTP connection with an Internet browser. No other form of use is granted. For example, FTP, SSH, Telnet, etc. are all strictly prohibited.

Intellectual Property

The Site and all of its content including, but not limited to, articles, other text, product and services names and descriptions, software tools and utilities, photographs, illustrations, graphics, designs, logos (collectively, the ''Intellectual Property'') are protected by copyright, trademark, and other laws. The Intellectual Property is owned by BID THAT^® or the party credited as owner of the Intellectual Property. All software used on the Site is the property of BID THAT^® or corresponding software suppliers and is protected by copyright laws.

By providing information on the Site, BID THAT^® does not grant any licenses to any copyrights, patents or any other intellectual property rights. The copying, modification, revision, reproduction, republication, uploading, posting, transmission, or distribution for commercial non-personal purposes of any material or element from the Site including, but not limited to, the Site content, the Site software, the design or layout of the Site, individual elements of the Site design, or any logo or image without the express written permission of BID THAT^®, is strictly prohibited.

Linking to the Site is permitted under the following conditions. If You link to the Site, You may not portray any person, event or subject in a false or misleading light. Persons wishing to link to the Site shall not create a link that contains a frame. All links to any web page in the Site network shall only be through a separate browser window or a tab, with the URL address of the Site web page and its title clearly visible in the address.

User Submissions

By sending any information, material or communication (User Submissions) or posting User Submissions anywhere on the Site, You grant BID THAT^® a worldwide, unrestricted, irrevocable, royalty-free, sublicenseable and transferable license to use, copy, reproduce, display, perform, modify, prepare derivative works of, translate, transmit and distribute those User Submissions, and You also agree that BID THAT^® is free to use any ideas, concepts, know-how or techniques included in User Submissions for any purpose.

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You represent and warrant by submitting any materials that such submission does not infringe any third-party intellectual property rights. You agree not to use any facilities or resources available on or through the Site to transmit any unlawful, threatening, libelous, defamatory, obscene, pornographic, or profane material, or any other material that could constitute or encourage conduct that could be considered a criminal offense or violate any law.

Site Modifications and Availability

We reserves the right to modify, suspend or discontinue the Site and its services at any time - with or without notice. While we will strive to have this site always available Internet users, we do not guarantee and/or are not responsible for latencies and other network-related issues that may case the site to not be available to you at time needed.

Trademarks

The trademarks, logos, and service marks (collectively, the ''Trademarks'') displayed on the Site are the property of BID THAT^® and other respective owners. Your use of the Trademarks displayed on the Site without the written permission of BID THAT^® or the third party that owns the Trademarks is strictly prohibited. See our Copyright Statement available at this web site.

BidThat Logo Usage

Users who may need to link from their site to a BidThat Web site are granted limited permission to use only a official BidThat logo to embed the link. You may not alter the Bidthat logo in any form other than resizing and cropping of surrounding space to cause logo to fit within your desired design parameters. Logo colors may not be altered. See the ''Developer or Webmaster'' from the home page for logo downloads and color guidance.

Privacy

Your privacy is very important to us and we are strongly committed to protecting it. For more information, see our full Privacy Policy also available at this website page. By accepting this Agreement, you're indicating that you've read and accept our privacy policy.

Liability Limits

BID THAT^® shall not be liable for:

• The contents of any communication, message, or other information sent by You or third parties to this Site, or posted by You or other third parties on any part of the Site

• The contents or availability of any Web site that is accessed from or linked to any part of the Site

• The content of any third party Web site or service that is automatically retrieved and displayed on this Web site

• Any damages or injury caused by, including but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, or line failure

• Any direct, indirect, incidental, special, or consequential damages arising out of or relating to use of or inability to use any of the Site, or download any of the software through any of the Site, even if we have been advised of the possibility of such damages

Indemnification

You agree to indemnify and hold BID THAT^®, its directors, officers, employees, agents and representatives harmless from all claims, liabilities, losses, damages, and expenses (including attorneys fees and expenses) arising out of or relating to: Your use of any parts of the Site; Your use of any products or services offered by third-parties through the Site; Your download and/or use of any of the software available for download through any part of the Site

Termination

BID THAT^® may, at its own discretion, terminate Your right to use the Site if you fail to comply with any term or provision of these Terms of Use.

Copyright Infringement Notification

BID THAT^® is committed to promoting legal entertainment (e.g. music, videos, plays) and to protecting the rights of copyright holders. BID THAT^® seeks to comply with all applicable laws and regulations regarding the protection of intellectual property.

Disclaimer of Warranties

Information on this Web site may contain technical inaccuracies or typographical errors.

Information may be changed or updated without notice. BID THAT^® may also make improvements and/or changes in the products and/or the programs described in this information at any time without notice.

BID THAT^® assumes no responsibility regarding the accuracy of the information that is provided on this site and use of such information is at the recipient's own risk.

IN NO EVENT WILL BID THAT^® BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEB SITE, OR ON ANY OTHER HYPER LINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ALL INFORMATION IS PROVIDED BY BID THAT^® ON AN ''AS IS'' BASIS ONLY. BID THAT^® PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.

BID THAT^® DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEB SITE OR ITS CONTENT, INCLUDING THIRD-PARTY AND SERVICES OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

AUTO DEALER SPECIAL INTRODUCTORY PRICE

An auto dealer is any business that holds a DMV license, which permits it to engage in the sale of new and/or used vehicles (cars, trucks, bikes, RV, Motor Homes, etc.).

As Buyer - each vehicle won:	$50
As Seller - each vehicle won:	$50
One-time Setup Fees:	$999 $0 (today only)
Monthly Maintenance Fees:	$999 $0 (today only)
Additional User Account:	$65 per month (a dealer can have multiple users. Each user maintains separate inventory, bids, offers and wins. For example: used-car manager manages only used vehicles and new-car manager manages only new vehicles.)
Additional Services by Third-party Companies include:     - DealerSERVE® Inventory Batch-upload     - ThatPayment™ Automotive Products Web Store     - Carnnect™ Coupons and Social Media Marketing

Introductory prices are subject to change without notice. Non-dealer and non-private party businesses that want to engage in sales and purchasing of fleet vehicles and Corporate wholesalers (e.g. Rent-A-Car companies) must contact our Sales department for related fees schedule.

Why do I need to have a Paycard on file?

BUYER
We want to protect the integrity of the BidThat system bidding process for the seller by eliminating non buyers or bogus leads from the bidding process. This system is intended only for serious buyers. You should not bid on a vehicle unless you are interested in purchasing that vehicle.

Your card on file also certifies that the buyer is 18 years or older. Finally, the card on file is another form of verifiable identification. Your credit card information is encrypted and safe. As a Private Party buyer, you WILL NOT be charged for winning bids or using the system. As a seller, please refer to fees schedule.

SELLER

All BidThat system payments for wins and other services are automated through the integrated ThatPayment gateway. Having a card on file will ensure that your wins and other features are fully functional. For example, when a buyer wins your vehicle (Private Party buyers are not charged), the associated seller fees must be deducted before the win accepted by the system.

• How The Bidding (Negotiation) Process Work:

  The negotiation process in BidThatCar between YOU and the computer is easy and fun. You can never pay too much as long as your bid (offer) is the same or lower than the price you are willing to pay. Below are the simple steps involved in the bidding process.

  Step 1. Decide the price you are willing to pay. It's best if you give yourself a small range that fits your target price. Example: You are willing to pay between $12,900 and $13,400 for the vehicle. Of course you want to make a great deal, but set your target price reasonable.

  Step 2. Make your first bid (offer) lower than your target price. Your first bid can be any amount you want. The Automatic Negotiator will tell you if your bid is too low. In that case you will be invited to bid again and any bid that is too low will NOT count. Remember: there are no salespersons involved during your negotiation. This hassle-free process is between you and the Automatic Negotiator software.

  Step 3. Once your "first acceptable bid" is recognized by the Automatic Negotiator, you will have two more bids in order to win the vehicle for a total of three bids. The Automatic Negotiator will give you a range that the ''hidden seller's reserve'' falls within. The reserve is the hidden amount that the seller wants to sell the vehicle. The range will be displayed by a more" than" and a "less than" number.

  Example: The reserve is more than $8,051 but less than $10,364. The reserve will fall somewhere within those numbers. As long as your target price falls within the "more than" and "less than" number, you should continue to negotiate. The Automatic Negotiator will show the range in red, yellow or green. The red range will have the largest spread between the numbers.

  As you increase your bid, the range numbers will narrow and this will help you in your decision of what price to bid. In the example above the reserve is more than $8,051 and less than $10,364. Let's say this is in the red range. Your next bid is higher and now the yellow range appears and the more than number is now $8,619 and the less than number is $9455. You can see how the range is narrowing and the Automatic Negotiator is guiding you closer to the seller's hidden reserve.

  Step 4. If you haven't won by the third bid, you can still accept the seller's reserve. If you choose this option, you will win the vehicle at the reserve price and it will be displayed immediately. OR you can make an offer on the vehicle. If your offer is reasonable it may be accepted by the Automatic Negotiator and you will win the vehicle immediately at the price you offered. Otherwise if it's too low, you will get a message that it has been sent to the seller who has 72 hours to respond. You will be notified by email if the seller has accepted your offer. In the event your offer is rejected then the bidding is over and you will no longer be able to further negotiate on that vehicle.

  Step 5. If you decide later that you really want the vehicle you can still accept the seller's reserve as long as the vehicle is still available and hasn't been won by another user. All-in-all, you get 5 chances at winning the vehicle you want.

  That's it! Hassle-free! Haggle-free! Negotiate on your own terms.

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