About

PowerUp: The components of PowerUp include; online marketing centre, PowerUp Internet Lead Management/CRM (ILM/CRM), and PowerUp Inventory. This software solution provides an interface with the Dealership‘s website, leads, customers, finance portals and inventory, thus maximizing the effectiveness of the Dealership‘s sales forces.

Confidential information: Confidential Information means: (i) e-Dealer technology and any screenshots, program concepts, and accompanying documentation thereof, (ii) any third-party software licensed with or as part of e-Dealer Technology, (iii) any other information identified or reasonably identifiable as confidential and proprietary information of e-Dealer or its authorized distributor, suppliers or licensors, (iv) user names and passwords issued to the Dealership or other material provided to the Dealership which is required to use e-Dealer technology.

The Dealership agrees to:
-         Keep all Confidential Information, whether factual or interpretive, in strict confidence at all times;
-         Use the Confidential Information only for operating e-Dealer technology;
-      Not disclose the Confidential Information to anyone other than as expressly authorized in this Agreement or as otherwise directed by e-Dealer in writing; specifically, the Dealership agrees and covenants not to disclose the Confidential Information to any person other than its directors, officers, employees, consultants and advisors who have a need to know, who have been informed and agree that such data and information is subject to obligations of confidentiality. Any other disclosure of the Confidential Information by the Dealership is a violation of this Agreement unless required by law.

The Dealership shall not copy, translate, disassemble or decompile, nor create or attempt to create, by reverse engineering or otherwise, source code from the e-Dealer technology or use the Confidential Information to create a derivative work. Any and all modifications of the Confidential Information shall be considered part of the Confidential Information. If the Dealership breaches any of its confidentiality obligations set forth in this Agreement, then e-Dealer may, in addition to any other rights it may have, seek injunctive relief to prevent any such further breaches.

Representation of warranties and Exclusion of Liability: The Dealership agrees that in no event will e-Dealer be liable to the Dealership for any indirect, third party, special, incidental, consequential expenses, costs, liability, harm, loss of business, profits or damage whatsoever in any connection with this Agreement under any legal theory, whether arising in tort, negligence, equity, contract or otherwise.

Data Ownership: [The] Dealership shall maintain ownership of all data entered into PowerUp either manually by a user or electronically through a website or other means, during the term of this Agreement and subsequent to the termination of this Agreement in accordance with the provisions outlined in the Termination section below.