TOYOTA MOTOR SALES, U.S.A., INC. DIGITAL ASSET MANAGEMENT (DAM) AND ADPLANNER WEBSITE USE AGREEMENT/TERMS OF USE

Please Carefully Read This Use Agreement/Terms Of Use ("Agreement") Before Downloading, Accessing, Activating, Registering For, Or Otherwise Using The Toyota AdPlanner Site Or Its Related Services Or Content (The "Site"). By Registering, Logging In And Using The Site, You Agree To Be Bound By This Agreement, And Represent And Warrant That You Have The Right, Authority, And Capacity To Enter Into This Agreement. If You Do Not Agree To Be Bound By The Terms Of This Agreement As It May Be Modified From Time To Time, Do Not Use This Site.

The Site Is Owned Or Licensed And Operated By Toyota Motor Sales, USA, Inc. ("Toyota, "TMS," "Us," "We," Or "Our"), With A Business Address At 6565 Headquarters Dr, Plano, TX 75024. Your Access To And Use Of The Site Is Subject To This Agreement And All Applicable Laws.

Description Of The Site. This Site Contains Information And Images Confidential And Proprietary To Toyota Motor Sales, U.S.A., Inc. And Certain Affiliates And/Or Entities As Designated By TMS Are Collectively Referred Herein As "Toyota." Such Information And Images May Include, But Are Not Limited To, Toyota National Marketing Information, Toyota Dealer Association Support Materials, Product Information And Advertising Elements.

Access To The Site. You Understand That Only The Employees Of TMS, Authorized Toyota Dealerships, Authorized Dealer Association Agencies, Authorized Associated Toyota Vendors And Such Other Persons As TMS May Designate In Their Sole Discretion From Time To Time ("Authorized Users") Are Authorized To Access And/Or Use The Confidential Information Contained In This Site. Accessing, Using, Copying, Distributing, Disseminating And Changing Any Information On This Site Is Subject To Toyota Policies, Restrictions And Procedures, Including The Policies Set Forth Below. You Understand That Any Violation Of These Terms Could Result In Disciplinary, Legal Or Other Action Against You. This Agreement Supplements Rather Than Supersedes The Terms Of Any Confidentiality Agreement(S) You May Have With Toyota And/Or Your Employer. If You Have Accessed This Private Site Without Authorization, Then You Are Unlawfully And Wrongfully Doing So And Should Cease Access And Use Immediately.

Confidentiality Of The Site. All Of The Information Contained In And/Or Accessed Through This Site (Collectively, "Confidential Information") Is Confidential And Proprietary To Toyota. You Have Been Given Access To The Confidential Information Based Upon Your Representation That You Have A Business Need For Such Access And That You Will Only Use Such Confidential Information For Authorized Toyota Business Purposes, As Identified By TMS From Time To Time, And Including, But Not Limited To, The Creation Of Communication Plans, Presentations, Reporting And Analysis, Advertising Campaigns And On-Going Vehicle Sales And Service Efforts.

You Understand That The Confidential Information Accessible By You Is Not Accessible By, Nor Should It Be Disclosed To, Any Other Persons Except As Specifically Authorized By Toyota. You Will Not Allow Any Unauthorized Person Access To This Site Or The Confidential Information Under Your Email Address And/Or Security Password.

If Disclosure Of Any Of The Confidential Information Is Requested Pursuant To Any Subpoena Or As Part Of Any Legal Proceeding, Deposition Or Cause Of Action, You Will Assert The Privilege Applicable To Confidential Business And Proprietary Information And Will Refuse To Respond (To The Fullest Extent Allowed By Law). You Will Promptly Advise Your Employer And Toyota In Writing Of Any Such Request For Disclosure.

Restrictions On Use Of This Site And Its Content. You Understand That You May Download Content From The Site And When You Download Any Content From This Site, You Understand That It Is Owned By Toyota, Its Affiliate And/Or Licensors, As Applicable, And Protected By Intellectual Property Laws. Toyota Hereby Grants, And You Hereby Accept, A Limited, Non-Exclusive, Non-Transferable, Revocable Right And License To Download And Use The Object Code Version Of The Download(S) On Your Own Computer That Is Compatible Solely To Support Ongoing Sales Efforts. You Understand That It Is Your Responsibility To Ensure That Your Use Of The Confidential Information Must Be In Compliance With All Applicable Federal, State And Local Laws, Including Without Limitation, Laws Governing Price Advertising. None Of The Images Or Other Confidential Information Contained On This Site May Be Modified Without The Prior Written Consent Of Toyota, And All Advertising Generated From The Confidential Information Contained On This Site Must Include All Necessary Disclaimers.

Copyright/Trademark Ownership. Copyright And Intellectual Property Laws Protect Information Provided On And/Or That Support This Site. All Rights Are Reserved. All Toyota Marks, Logos And Designs Are Registered Trademarks Of Toyota Motor Corporation Of Japan And May Only Be Used, Downloaded, Copied Or Distributed In Accordance With These Terms And Conditions And The Guidelines Contained On This Site.

Changes To This Agreement. You Understand That Toyota Reserves The Right At Any Time And From Time To Time To Modify, Suspend, Discontinue Or Permanently Cancel The Site's Operation, Its Content, Or Portions Thereof, Or Restrict Your Access To The Site, With Or Without Notice To You.

Disclaimer Of Warranties. You Understand And Agree That Your Use Of The Site Is Solely At Your Own Risk And That You Will Be Solely Responsible For Any Damage To Your Mobile Device Or Computer Or Any Other Equipment Or Loss Of Data That May Result From Your Use Of This Site. You Understand And Agree That Toyota Shall Not Be Liable For Any Interruption Of Access To The Contents Of The Site Or Any Other Aspect Of This Site. Any Decision Or Action Taken By You On The Basis Of Information Or Content Provided On This Site Is At Your Sole Discretion And Risk. You Understand And Agree That Toyota Is Not Responsible Or Liable For Any Such Decision, Or For The Usefulness, Or Availability Of Any Content Displayed, Transmitted, Or Otherwise Made Available On This Site.

You Hereby Release, Discharge, Indemnify And Hold Harmless Each Of The Toyota Parties From And Against Any Claims, Damages, Expenses And Liability Arising From Or Related To Any Injuries, Damages Or Losses To Any Person (Including Death) Or Property Of Any Kind Resulting In Whole Or Part, Directly Or Indirectly, From Your Use Of This Site.

Indemnity And Hold Harmless. You Agree To Defend, Indemnify And Hold Harmless Toyota And Its Parent, Subsidiaries And Affiliates, Their Respective Distributors, Dealers, Dealer Associations And Advertising And Promotions Agencies, Together With Their Respective Employees, Agents, Directors, Officers And Shareholders (Collectively, "Toyota Parties"), From And Against All The Liabilities, Claims, Damages And Expenses (Including Reasonable Attorneys' Fees And Costs) Arising Out Of Your Use Of This Site, Your Breach Or Alleged Breach Of This Agreement, Or Your Breach Or Alleged Violation Of The Patent, Copyright, Trademark, Proprietary Or Other Rights Of Third Parties.

Miscellaneous.

(A) Notices And Announcements: Except As Expressly Provided Otherwise Herein, All Notices To Toyota Shall Be In Writing And Delivered Via Overnight Courier Or Certified Mail, Return Receipt Requested To:

• TDA AdPlanner Administrator
• Mailstop HQ 21
• Toyota Motor Sales USA, Inc.
• 6565 Headquarters Dr
• Plano, TX 75024

(B) Severability: If Any Provision Of These Terms Of Use Are Unlawful, Void Or Unenforceable, That Provision Is Deemed Severable From This Agreement And Does Not Affect The Validity And Enforceability Of Any Remaining Provisions.

(C) Entire Agreement: This Agreement Constitutes The Entire, Complete And Exclusive Agreement Between You And Us Regarding This Site And Supersedes All Prior Agreements And Understandings With Respect To The Subject Matter Of This Agreement, Except As Provided In This Agreement.

(D) Waiver: The Remedies Of Toyota Set Forth In This Agreement Shall Be Cumulative And Not Alternative, And The Election Of One Remedy For A Breach Shall Not Preclude Pursuit Of Other Remedies. Any Failure By Us, At Any Time Or From Time To Time, To Enforce Any Of Our Rights Under This Agreement Shall Not Constitute A Waiver Of Such Right.

By Proceeding To Use This Site, You Represent That You Have Read And Understand All The Terms And Conditions Of This Agreement And Agree To Be Bound By Them, That You Are An Authorized User And That You Have No Personal Or Proprietary Interest In The Confidential Information. Failure To Comply With These Terms Of Use Subject You And/Or Your Company To Immediate Termination Of Access Rights To This Site And/Or Any Other Actions Toyota May Deem Appropriate.

I Have Read The DAM And AdPlanner Website Use Agreement And Agree To Be Bound By Its Terms And Conditions. By Clicking "Agree", I Represent That I Have Read And Understand That:

1. This Website Contains Information And Images Confidential And Proprietary To Toyota Motor Sales, USA, Inc. ("TMS");
2. The Confidential Information On This Website Shall Be Used Solely For Authorized Toyota Business Purposes, As Identified By TMS From Time To Time, And Including, But Not Limited To, The Creation Of Communication Plans, Presentations, Reporting And Analysis, Advertising Campaigns, And On-Going Vehicle Sales And Service Efforts;
3. Failure To Comply With This Agreement Subjects Me And/Or My Company To Immediate Termination Of Access Rights To This Site And/Or Any Other Actions TMS May Deem Appropriate.