IQ USER AGREEMENT

WHEREAS, IQINVENTORY.NET™ (IQ) provides Internet Services to its users (hereinafter referred to as "IQ User" whether singular or plural) in a form of an Internet venue or website or website subdirectory (hereinafter "website" or "internet services") that facilitates buying and selling of vehicles between and among each respective IQ user;

WHEREAS, IQ provides each subscribing IQ User use a website of IQ's application for the IQ User's non-exclusive use for the purpose of IQ User to buy and sell vehicles to other IQ Users;

WHEREAS, IQ User is either a licensed automobile dealer or automobile broker or other lawful business entity, such as a bank, a vehicle leasing company or a fleet vehicle operator, who buys and sells vehicles, make loans for the purchase of vehicles or otherwise leases or trades (i.e., buys and sells) vehicles in the normal course of its business.

FOR GOOD AND VALUABLE CONSIDERATION of the mutual covenants contained herein, the Parties hereto agree as follows:

1. IQ USERSHIP. By registering with IQ, IQ hereby licenses to IQ User and IQ User hereby agrees to abide by the terms and conditions set forth herein and to use IQ's Internet Services as an authorized licensee of IQ and shall remain an IQ User until IQ User's licensee privileges are terminated or otherwise revoked at the sole discretion of IQ with or without cause. IQ User agrees to the terms and conditions set forth in the Ethics - Rules of the Road posted on the website.  IQ User warrants and represents that it is duly licensed in the appropriate state or states for either buying and selling vehicles or otherwise lawfully doing business in the state in which IQ User is located. Bother IQ and IQ User have the right to terminate the use of IQ's services at any time and without penalty or cost of any kind whatsoever.

2. FEES. IQ User agrees to pay IQ a purchase fee for each purchase transaction. IQ may, at its discretion and without notice to IQ Users, modify its fees or add other fees. A purchase transaction is the receipt of a vehicle description from and contact information of another IQ User.  IQ may, in the future, offer additional services with such additional services being elected in the sole discretion of the IQ User and additional services fees may be associated therewith. IQ shall provide notice of such additional fees for such additional services so that IQ User may elect such additional services.

3. VEHICLE DESCRIPTION INFORMATION AND BIDS. Any information and/or data regarding the description of any vehicle including sale prices generated by IQ User shall be the sole and separate property of IQ that can be used in any manner whatsoever in the sole discretion of IQ. IQ, its employees, its agents, its associates and its assignees may, at its sole option and at any time, delete or otherwise purge IQ User's database of any or all of the vehicle data stored therein. IQ User hereby disclaims any rights, title or interest in or to the data generated by IQ User.

4. PRIVACY POLICY. No personal information of IQ User shall be sold or rented to any third party for third party marketing purposes without first providing notice to IQ User.

5. REFUND POLICY. IQ User agrees that IQ has no refund policy per se. However, when circumstances warrant, IQ, in its sole discretion, may refund actual cash paid to IQ by IQ User or, in the alternative, credit IQ User's account with such credit being available to conduct additional buy and sell transactions.

6. RELEASE OF LIABILITY. In the event of a dispute between or among IQ Users, IQ User hereby agrees to indemnify and release IQ, its officers, directors, agents, subsidiaries, joint venture partners, employees and any other party or parties directly or indirectly associated with IQ from any and all claims, demands and damages, whether actual or consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

7. ACCESS AND INTERFERENCE. IQ User agrees not to use any robot, spider, other automatic device or manual process to monitor or copy IQ's web pages or the content contained therein without prior written permission of IQ. IQ User agrees not to copy, reproduce, alter, modified, create derivative works or publicly display any content from IQ's web site without prior written permission of IQ.

8. WEBSITE ACCESS. IQ User hereby grants IQ, it employees, its agents, its associates and its assignees complete and unfettered access to IQ User's website, if any, for any purpose whatsoever. The term "private" is used solely for the purpose of describing that the website is licensed to IQ User for IQ User's own use but such term shall not be construed for prohibiting IQ, its employees, its agents, its associates and its assignees access to IQ User's website.

9. NO WARRANTY. IQ, its subsidiaries, employees, agents and suppliers provide its Internet Services "AS IS" and without any warranty or condition, expressed, implied or statutory. IQ, its subsidiaries, employees and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement of any intellectual property rights.

10. LIMITED LIABILITY. In no event shall IQ, its subsidiaries, employees, agents, suppliers or any other parties associated directly or indirectly with a IQ shall be liable for lost profits or special, incidental, consequential any other damages whatsoever arising out of or in connection with IQ's Internet Services. In the event that a court of competent jurisdiction finds IQ liable, IQ's liability and the liability of IQ's subsidiaries, employees, suppliers and any other parties associated directly or indirectly with IQ to any IQ User or any third party shall limited to an amount no greater than $US10.00.

11. INDEMNITY. IQ User agrees to indemnify and hold IQ, its subsidiaries, affiliates, officers, directors, agents, employees and any other parties associated directly or indirectly with IQ harmless from any claim or demand whatsoever, including reasonable attorneys' fees, made by any third party including other IQ Users due to or arising out of this Agreement or IQ User's violation of any law or rights of any third party. IQ and IQ User hereby grant each other mutual releases of any and all liabilities that might arise out of this Agreement except as otherwise provided in Paragraph 16 below.

12. LEGAL COMPLIANCE. IQ User shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding its use of IQ's Internet Services.

13. TERMINATION. IQ reserves the right to terminate its Internet Services of any IQ User with or without cause for any reason whatsoever including, but not limited to, fraud, misrepresentation, bad faith, abuse of privileges or unsavory trading practices. IQ User may terminate this Agreement at its sole discretion at any time. However, any rights or transaction fees that may have accrued during the term of this Agreement shall remain in effect after termination. In the event of non-payment of accrued transaction fees, IQ User agrees to pay for all costs of collection thereof including but not limited to reasonable attorney's fees and court costs.

14. NO AGENCY. IQ User agrees that IQ User and IQ are independent contractors and no agency, no partnership, no joint venture, no employee-employer or no franchisor-franchisee relationship are intended or created by this Agreement or relationship between and among the all of the parties hereto.

15. NON-CONFIDENTIALITY AGREEMENT. IQ serves the interests of its IQ Users and is interested in entertaining suggestions, comments and ideas from its IQ Users to improve IQ's services. IQ Users are welcome to submit to IQ his/her suggestions, comments and ideas but only on a non-confidential basis. Any and all intellectual property rights inherent in or arising out of such suggestions, comments and ideas shall be deemed the sole, separate and exclusive property of IQ and IQ User shall not, in any manner, be compensated for same. IQ User hereby assigns all rights, title and interest in and to such suggestions, comments and ideas. IQ encourages its IQ Users to first seek professional advice from counsel before submitting such suggestions, comments and ideas before submitting the same to IQ.

16. OVERDUE ACCOUNTS RECEIVABLE. If applicable, IQ User agrees to pay IQ within 30 days from the invoice date. Failure to timely pay such invoice will automatically accumulate interest at the highest rate permissible by State law commencing on the 31st day from the date of the invoice until payment in full is made. In the event of delinquency, IQ User agrees to pay IQ the invoice amount plus interest within 2 weeks from the date of notice of delinquency, such notice being sent as provided in Paragraph 17 below. Failure to pay within 2 weeks from the date of such delinquency notice, IQ may, in its sole discretion, take any legal action to collect the amount and interest due and IQ User agrees to pay for all legal and collection costs and expenses associated therewith including attorneys' fees for the collection of the delinquent amounts.

17. NOTICES. Any notices shall be given either by postal mail postage prepaid at first class rate at the address provided in the respective websites or by e-mail provided during the registration process. Alternatively, IQ may provide notice by certified mail, postage prepaid and return receipt requested, to the address provided to IQ during the registration process or as thereafter changed by IQ User regardless if IQ User is actually located at that address.

18. ARBITRATION. Except as provided in Paragraph 19, any legal controversy or legal claim arising out of or relating to this Agreement or IQ's services, excluding legal action taken by IQ to collect its fees and/or recover damages for, or obtain an injunction relating to, IQ's web site, its intellectual property and its services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of Maryland and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either IQ User or IQ may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Maryland necessary to protect or rights or property of IQ User or IQ pending the completion of arbitration. Should either party file an action contrary to this provision, the non-filing party may recover attorneys’ fees and costs up to $1,000.00.

19.  SUBROGATION AND RIGHT TO FILE A LAWSUIT. IQ retains subrogation rights and the right to sue IQ User, as a selling dealer, in the state where the selling IQ User is located, if the selling IQ User fails or otherwise refuses to reimburse the aggrieved buying IQ User for repairs to the purchased vehicle in an amount equal to the cost of repairs determined by a certified SAE arbiter minus $500, such amount not to exceed $2,500, i.e. $3,000 total cost of repair minus $500, unless the selling IQ User agrees to take back the purchased vehicle and refund the total purchase price paid by the buying IQ user.  At its discretion, IQ may pay the aggrieved buying IQ User for such amount or another amount agreed to between IQ and the buying IQ User.  In the event IQ files suit against the selling IQ User for recovery of the cost of repair minus $500, the selling IQ User agrees to pay any and all reasonable costs and expenses, including IQ’s attorneys’ fees and filing fees, associated with such lawsuit and interest on the such amount, the interest rate being the highest interest rate allowed by the state in which the selling IQ User is located.

20. DEALING IN GOOD FAITH.  All IQ Users agree to deal in good faith at all times with each other and such good faith shall include, but not be limited to, the presumption that the listed vehicle for sale is considered to be lot-ready, there are no known or suspected damage or need for repairs to the listed vehicle for sale, the uploaded pictures are recent and the actual ones of the list vehicle for sale and the listed vehicle for sale is not being “dumped” onto a fellow IQ User.  Comparable to conventional auto auction sites, the selling dealer agrees to provide the buying dealer a 3-day or 300-mile (whichever occurs first) drive-train warranty.

21. NOTICE OF PATENT RIGHTS. IQ User acknowledges that IQ may file a patent application or patent applications encompassing the intellectual property rights in its application software and obtain other such intellectual property rights including but not limited to trademark rights and copyrights.

22. GENERAL. This Agreement shall be covered in all respects by the laws of the State of Maryland and such laws are applied to agreements entered into and to be performed entirely within the State of Maryland. IQ cannot and does not guarantee continuous, uninterrupted or secure access to IQ services, and operation of IQ's web site may be interfered with by numerous factors outside of IQ's control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck in the remaining provisions shall be enforced. IQ User agrees that this Agreement and other agreements related thereto may be assigned by IQ, in its sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. IQ's failure to act with respect to a breach by IQ User or others does not waive IQ's right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof except as otherwise may be provided by Paragraph 23 below.

23. POLICIES AND PROCEDURES. IQ may, in its discretion, implement policies and procedures by which IQ Users shall abide and IQ may from time to time modify, add and/or delete such policies and procedures including but not limited to Ethics - Rules of the Road.

24. SEVERABILITY. Should any provision under this agreement be deemed invalid or unenforceable, the other provisions shall remain in full force and effect.

25. ACKNOWLEDGMENT. IQ User acknowledges that he/she has read this IQ User Agreement, understands its terms and agrees to abide by the terms, covenants and conditions set forth herein.