"dmsone.net" Terms and Conditions INTRODUCTION Acceptance of Terms: Upon accessing this site, you acknowledge that you will or have read and agree to abide by the terms and conditions ("Agreement") described below. If you decide not to agree to the terms and conditions discussed herein, you should exit this site. Your use and browsing of this site is at your own risk. Neither AppOne, Inc., its parents, subsidiaries, and/or affiliates ("AppOne"), nor any other party involved in creating, producing, or delivering the site is liable for any direct, incidental, consequential, indirect, punitive, or other damages of any kind arising out of your access to or use of this site, or the inability to use this site, whether caused by the equipment, software, AppOne, or by Internet browser providers such as Netscape and Microsoft, or by online service providers or by an agent or subcontractor of any of the foregoing. Nor shall AppOne or the service providers be responsible for any direct, indirect, special or consequential, economic or other damages arising in any way out of the installation, use or maintenance of the equipment, software, the online access service, or Internet browser or access software. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THIS SITE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WHILE APPONE MAKES EVERY EFFORT TO PROVIDE ACCURATE INFORMATION ON THIS WEB SITE, IT ASSUMES NO RESPONSIBILITY FOR ACCURACY. SOME INFORMATION PROVIDED TO YOU THROUGH THE USE OF THE SERVICES (DEFINED HEREINBELOW) OR THIS WEB SITE MAY CONTAIN TECHNICAL OR OTHER INACCURACIES OR OMISSIONS, TYPOGRAPHICAL ERRORS, AND MAY BECOME OUTDATED. This site may contain links to other websites on the Internet as an informational service to its readers, and not as an endorsement of the web site or of any product, service, or entity. All sites, which may be accessed through this site, are independent and are maintained by persons other than AppOne, its employees and agents. AppOne has no control over the contents of these linked sites. AppOne has not reviewed all of the sites linked to this site and is not responsible for the contents of any other sites linked to this site. Your linking to any other sites is at your own risk. AppOne may change the information on this site, or the products mentioned, at any time without notice and without first updating the channels through which that information is provided to you (e.g., an automated phone system or web site). Nothing in those channels is intended to provide legal, accounting, tax or financial advice; you should consult your own professional advisor on such matters. Information about products and services which you do not already have with AppOne is provided for informational purposes only and should not be considered as an offer to make those products and services available to you. Use of this Web site is expressly conditioned on your acceptance of the following terms and conditions ("Agreement"). This Agreement governs in conjunction with other agreements between us, including but not limited to your Software Usage Agreement, Indirect Lending Agreement and Floor Plan Agreement. If the terms and conditions of this Agreement conflict with those contained in the other agreements between us, this Agreement controls. If you do not agree with any part of the terms and conditions in this Agreement, you must not use this site. Use by you or by any person authorized by you of this site indicates your agreement to these terms and conditions and any instructional material which we provide you regarding the Services. This Agreement shall apply regardless of the means by which the site is accessed, including, but not limited to, through the URL address http://www.dmsone.net, electronic mail, or links from another site. You are prohibited from posting or transmitting any unlawful, threatening, obscene, libelous, or otherwise offensive material, as well as, in the case of financial information required by any agreements you may have entered with us, information which is false, inaccurate, incomplete or misleading in any material respect. DEFINITIONS Throughout this Agreement, the words "we", "us" or "our" mean AppOne Inc. ("AppOne") its subsidiaries and affiliates, and their successors or assigns. "You" or "your" mean each person who has an interest in an account or other relationship which is accessible through dmsone.net or any other AppOne, Inc. website, or in an account or other relationship with AppOne, Inc. accessible through dmsone.net, including any person authorized to have such access. "Account" and "accounts" (including "floorplan account" and "floorplan accounts") mean the account(s) tied to your customer identification access code or username and password used through dmsone.net to conduct transactions or payments, or any account of any AppOne, Inc. subsidiary or affiliate accessible through a customer identification code or username and password. "Business Day" is every Monday through Friday, excluding Federal Reserve holidays. DMSOne Online Account Access ("Services") means information, communication and transactions provided to you by us through any non office remote channel, including this web site, www.appone.net, including, but not limited to, the following: Account Information, Software Purchase & Subscription Fee Payments, Software Support Fee Payments, and Software Support Inquiries. REQUIRED EQUIPMENT DISCLAIMER OF LIABILITY Use of the Services requires a computer and modem (in this Agreement, your computer and all related equipment are referred to as your "Computer") connected through an Internet Service Provider with a Web browser (Microsoft Internet Explorer 5.5 or higher, or AOL 6.0 or higher). To provide the highest degree of confidentiality and security, we require the use of browsers that provide encryption using a 128-bit key. The higher the level of encryption, the harder it is for unauthorized persons to read information. Commercial off-the-shelf browsers typically support 40-bit encryption. Many browser suppliers (Microsoft Explorer browser) offer special 128-bit encryption versions, available for download from their respective Web sites. We require you protect your financial information by using the most secure encryption possible, and we specifically disclaim any and all responsibility for losses resulting from your use of 40-bit encryption. Use of the Services cannot be achieved with 40-bit encryption. ACCOUNT ACCESS ACCESS CODE CONFIDENTIALITY E-MAIL COMMUNICATIONS Use of the Services requires purchase at least one valid Software License from us. You will need an AppOne username and password. Your AppOne username is assigned by us and is unique to each individual in your organization. The password is confidential and is only known to the individual in your organization. You will have access to any of your accounts with us associated with your username. All electronic communications that we receive from you on the appone.net site that meet these identity requirements will be deemed valid, authentic and binding obligations. You intend and agree that these electronic communications will be given the same legal effect as your written and signed paper communications, shall be considered a "writing" or "in writing" and shall be deemed for all purposes (i) to have been "signed" and (ii) to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business. You agree that electronic copies of communications are valid and you will not contest the validity or enforceability of such transactions, absent proof of altered data or tampering, under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby and shall be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form. You agree to keep your AppOne username, password, and any special transaction passwords confidential to prevent unauthorized access to your account(s) and to prevent unauthorized use of the Services. We recommend that you memorize these numbers and do not write them down. You agree not to give or make available your numbers to any unauthorized individual. If you believe the security of your username and/or special transaction password has been compromised in any way (for example, your password has been lost or stolen, someone has attempted to use the Services without your consent, your accounts have been accessed), you must notify us immediately (See REPORTING UNAUTHORIZED TRANSACTIONS/YOUR RESPONSIBILITY AND LIABILITY). We reserve the right, under certain circumstances, to deny access to the Services, or to deny the processing of transactions, in order to maintain or restore security to our Site and systems. We may do so if we reasonably believe your access codes have been or may be obtained or are being used or may be used by an unauthorized person(s). We also provide E-mail as a means of communication with us. You may ask questions about your account(s) or maintenance and/or problem resolution issues, or to give comments regarding your satisfaction our services. E-MAIL IS NOT A SECURE METHOD OF COMMUNICATION OVER THE INTERNET AND WE RECOMMEND YOU DO NOT SEND CONFIDENTIAL INFORMATION BY E-MAIL. We recommend all communication be sent via secure messaging, available through the Service. TRANSACTIONS AVAILABLE THROUGH USE OF THE SERVICES You may use the Services seven days a week, 24 hours a day to (a) obtain and update your account information; (b) purchase software usage licenses; (c) submit software and support fee payments; (d) submit software support requests. These features are limited to the extent, and subject to the terms, noted below. We reserve the right in our sole, absolute and unfettered discretion to impose a frequency or dollar limit on all purchase and support requests, or to refuse to make a request at all. FEES AND CHARGES CHANGE IN TERMS NOTICE Your account will be charged applicable late fees for all payments that are currently overdue. You are liable and responsible to check your account daily by using the Services to keep track of which payments are due and make appropriate arrangements. Please refer to your Software Usage Dealer Agreement for more information on late fees. Fees are subject to change. When changes are made to any fees, charges, or other material terms we will update this Agreement, and either send a notice to you at the address shown on our records, or send you an electronic message. You may choose to accept or decline changes by closing, continuing or discontinuing to use the services to which these changes relate. Your use of the Services after we send you a notice of change will constitute your agreement to such changes. We also reserve the option, in our sole business judgment, to waive, reduce or reverse charges or fees in individual situations. You agree to promptly pay all fees and charges for services provided through the Services. Additionally, if you close all your accounts with us, you agree to notify us to cancel your Services. You agree to be responsible for any telephone charges and/or Internet service fees you incur in accessing your account(s) through the Services. OUR RESPONSIBILITY We, or a third party acting as our agent, will to the best of our ability, follow your properly entered and transmitted instructions. However, neither a third party Service Provider nor we will be liable: If you do not have resources or available credit to complete a transaction from the account, or if that account has been closed; If you have not properly followed Software instructions on how to make a transaction; If you have not given complete, correct and current instructions so that a transaction can be made; If transactions have been prohibited by a court order such as a garnishment or other legal process; If we or our agent reasonably believes that a transaction may be unauthorized and based thereon the transaction is not completed; If your Equipment and/or Software were not working properly. If circumstances beyond our or our agent's control prevent making a transaction, despite reasonable precautions that we have taken. Such circumstances include but are not limited to computer failure, telecommunication outages, postal strikes and other labor unrest, delays caused by payees, fires, floods, and other natural disasters. There may be other exceptions to our liability as stated in your Software Usage Dealer Agreement. DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES You authorize us to disclose to third parties, affiliates, and agents, such as independent auditors, consultants or attorneys, information you have provided or that we or our affiliates have obtained about your accounts and the transfers you make: To comply with laws, government agency rules or orders, court orders, subpoenas or other legal process or in order to give information to any government agency or official having legal authority to request such information; To verify the existence and condition of your account for a third party, such as a credit bureau or merchant; When necessary to complete any type of transaction; To provide services relating to your account or to offer other products and services; If you provide us your permission. REPORTING UNAUTHORIZED TRANSACTIONS YOUR RESPONSIBILITY AND LIABILITY Your role is extremely important in the prevention of any wrongful use of your account. You must carefully examine your floored inventory and pending requests online regularly. Tell us AT ONCE if you believe that an unauthorized transaction has been or may be conducted from your account(s) [you believe another person has improperly obtained your online password(s); you suspect fraudulent activity on your account]. You agree to assist us in our efforts to recover any funds that were transferred or paid without your permission. IN CASE OF ERRORS OR QUESTIONS ABOUT THE SERVICES In case of questions or errors about activity made through the Services, you must do one of the following: Call us at 888-755-1133 or write to, 18153, East Petroleum Drive, Baton Rouge, Louisiana 70809 ATTN: Software Dealer Services. RIGHTS TO TERMINATE THIS AGREEMENT We reserve the right to terminate this Agreement and your access to the Services, in whole or in part, at any time. Your Services may be canceled at any time without prior notice due to insufficient resources in one of your accounts. After cancellation, the Services may be reinstated once sufficient resources are available in your account(s) to cover any fees and other pending transfers or debits. If you do not access your account(s) via the Services for any three-month period, we reserve the right to disconnect your service. ADDRESS CHANGES It is your sole responsibility to ensure that the contact information in your user profile is current and accurate. This contact information includes, but is not limited to, name, address, phone numbers, email addresses and account numbers. Changes can be made either via a secure page within dmsone.net or by calling Customer Service at 225-819-0000 or via US mail. We are not responsible for any payment processing errors or fees incurred by you if you do not provide accurate account or contact information. ASSIGNMENT You may not assign this Agreement or your rights to the Services to any other party. We may assign this Agreement to our parent corporation or to any now-existing or future direct or indirect subsidiary of our parent corporation, or to any existing or future direct or indirect subsidiary of AppOne, or to any of our existent or future affiliates. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties. DATA RECORDING When you contact us the information you enter may be recorded. You consent to such recording. PROGRAM REVISIONS CHANGES/INTERRUPTIONS IN SERVICES We may, from time to time, revise or update, or perform maintenance upon, our Program, the Services, and/or related material, resulting in interrupted service or errors in the Services or rendering prior versions obsolete. We also may need to change the scope of our Services from time to time. We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will be provided. We reserve the right to terminate this Agreement as to all prior versions of our Programs, the Services, and/or related material and limit access to our more recent versions and updates. NO WAIVER We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on our part in exercising any right or remedy shall operate as a waiver of that right or remedy or any other rights or remedies. A waiver on any particular occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions. LIABILITY FOR LOSS OR ERRONEOUS DATA Each party will bear the liability or the risk of any error or loss of data, information, transactions or other losses which may be due to the failure of their respective computer systems or third party communications providers on which each party may rely. We shall have no liability to you for any damage or other loss, direct or consequential, which you may incur by reason of your use of your computer system. HARM TO COMPUTER SYSTEMS/DATA You agree that our liability for viruses, worms, Trojan horses, or other similar harmful components that may enter your computer system by downloading information, software, or other materials from our site shall be limited to replacing, or the reasonable cost of replacing the lost information, software or other material. We will not be responsible or liable for any indirect, incidental or consequential damages which may result from such harmful components. SHARING INFORMATION/PRIVACY We share customer transaction and experience information within AppOne, Inc. through a central information system. We may share other customer information among AppOne affiliates. OWNERSHIP OF MATERIALS The content and information on our site is copyrighted by AppOne, Inc. and the unauthorized reproduction or distribution of any portion is prohibited. Our logos and products are trademarked and servicemarked and may not be used without our permission. Trademarks or servicemarks of others that are referenced on our web site are the property of their respective owners. No part of these pages or screens may be copied (except as strictly necessary for you to view these materials on your own computer), republished, redistributed, modified, or otherwise used or exploited by you, without our prior written consent. SEVERABILITY If any provision of this Agreement is void or unenforceable in any jurisdiction, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in another jurisdiction or any other provision in that or any other jurisdiction. AREA OF SERVICE The Services described in this Agreement are solely offered to citizens and residents of the United States of America and may not be accessed while outside of the USA. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No contents from this site may be downloaded or otherwise exported in violation of United States Law. COLLECTION EXPENSES If we have to file a lawsuit to collect whatever you owe us, you will pay our reasonable expenses, including attorney's fees. GOVERNING LAW This Agreement is governed by and interpreted in accordance with all applicable federal laws and regulations and the laws of the State of Louisiana. Copyright 2003-2008 AppOne Inc. All Rights Reserved. No duplication permitted without prior written consent.