Contract Terms & Conditions
MOTO ACQUIRE TERMS AND CONDITIONS
SERVICES
Exhibit A
DESCRIPTION OF SERVICES
MOTO(convert)MOTO(convert) is Moto Acquire’s website trade-in and vehicle acquisition solution designed to help Dealer generate more consumer leads and improve conversion from website traffic. MOTO(convert) may be deployed on a branded subdomain and/or embedded into Dealer’s website, including as a trade range widget or similar consumer-facing entry point. The solution is designed to guide consumers from an initial valuation experience into a deeper acquisition workflow, including firm offer requests and value tracking enrollment. MOTO(convert) uses valuation data made available through Moto Acquire, including Kelley Blue Book or Black Book values, as made available for Dealer’s subscription.
MOTO(retain)
MOTO(retain) is an automated vehicle value tracking and re-engagement solution designed to help Dealer stay in contact with past sales and service customers and generate additional acquisition, trade-in, service, and purchase opportunities. MOTO(retain) uses customer and vehicle data supplied by or on behalf of Dealer to support recurring outreach, including vehicle value update communications and related calls to action. MOTO(retain) uses valuation data made available through Moto Acquire, including Kelley Blue Book or Black Book values, as made available for Dealer’s subscription.
MOTO(social)
MOTO(social) is a consumer lead generation solution designed to help Dealer convert traffic and engagement from Dealer’s own social media, creator content, influencer content, or other off-site promotional channels into direct opportunities for Dealer. MOTO(social) may include branded landing pages, mobile-optimized experiences, lead forms, vehicle value experiences, and related routing into Dealer’s CRM or other designated lead destination.
MOTO(drive)
MOTO(drive) is Moto Acquire’s service drive and service lane acquisition solution designed to help Dealer identify, engage, and convert service customers into appraisal, trade-in, upgrade, and repurchase opportunities. MOTO(drive) is intended to use service and customer data made available by or on behalf of Dealer, including through supported DMS, CRM, or related integrations, to power workflows that may include vehicle value presentation, internal notifications, appraisal initiation, firm offer interest capture, and related dealership follow-up. MOTO(drive) is subject to product readiness, technical compatibility, third-party approvals, and integration availability, and may not be immediately available at launch.
Configuration and Training Services
Moto Acquire will work with Dealer to configure, implement, and launch the subscribed Services selected in the applicable Order Form, including MOTO(convert), MOTO(retain), MOTO(social), MOTO(drive), and/or RFW Training, as applicable. Configuration and training services may include implementation planning, account setup, user access configuration, subdomain or deployment setup, lead routing configuration, communication workflow setup, reporting setup, onboarding sessions, and training for Dealer personnel.
Dealer acknowledges that implementation timing depends on Dealer’s timely cooperation, including provision of required data, access, approvals, technical resources, branding assets, routing information, website coordination, and other implementation inputs reasonably requested by Moto Acquire.
Third Party Data Integrations
Certain Services may interoperate with or rely upon third-party data sources, valuation content, systems, platforms, tools, websites, CRM providers, DMS providers, or other third-party services. Where supported by Moto Acquire and authorized by Dealer, Moto Acquire may configure the Services to display, use, route into, receive data from, or otherwise interoperate with such third-party services. Moto Acquire does not control and is not responsible for the continued availability, accuracy, completeness, performance, pricing, policies, or technical requirements of any third-party provider or service. Dealer acknowledges that some functionality may require Dealer to maintain a separate agreement, account, credential, approval, license, or permission with the applicable third-party provider. All third-party integrations are subject to technical feasibility and ongoing compatibility.
Configuration, Training and Dealer Success Planning
As part of implementation, Moto Acquire may provide initial configuration support, user onboarding, training, and dealer success planning designed to support effective launch and use of the subscribed Services. This may include setup of user roles and notifications, review of lead handling processes, training on available administrative tools and reporting features, launch planning, and discussion of business goals, workflows, and success metrics.
Moto Acquire may also work with Dealer to review and refine initial settings, routing logic, communication triggers, workflow preferences, and operational recommendations following launch. Dealer remains responsible for its internal staffing, follow-up processes, compliance obligations, and execution of dealership operations.
Billing Terms
If the Launch Date for any subscribed Service is delayed due to Dealer’s failure to provide required information, approvals, access, assets, technical cooperation, or other implementation dependencies reasonably requested by Moto Acquire, Moto Acquire may commence billing when the applicable subscribed Service is configured and ready for launch, access, or operational use, even if Dealer has not yet made that Service publicly available or fully deployed it internally.
RESTRICTIONS AND RESPONSIBILITIES
2.1 Dealer will not, and will not permit any third party to, reverse engineer, decompile,
disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services (except to the extent such restrictions are contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
2.2 Dealer represents, covenants, and warrants that Dealer will use the Services only in
compliance with Moto Acquire’s standard published policies then in effect and all applicable international, federal, state, and local laws, guidelines, treaties, regulations, directives, and regulations, whether now existing or hereafter enacted, in connection with Dealer’s use of the Services, including those related to advertising, export, data privacy, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations, including but not limited to state licensing laws, tax reporting laws, UDAAP and other laws related to unfair or deceptive acts or practices, the Federal USA PATRIOT Act, the Payment Card Industry Data Security Standard Requirements (“PCI DSS”), the Federal Gramm-Leach-Bliley Act, Federal Telephone Consumer Protection Act, the Federal CAN-SPAM Act, and the EU General Data Protection Regulation (“GDPR”), as they may be amended from time to time (“Applicable Laws”). Dealer is solely responsible for all data, information, text, content, and other materials that are uploaded, posted, delivered, provided, or otherwise
transmitted or stored by or on behalf of Dealer in connection with or relating to the Service (“Dealer Content”). Dealer shall ensure that the Dealer Content is collected, transmitted, and used in compliance with all applicable laws and regulations (including applicable federal and state privacy laws and anti-spam laws).
2.3 Dealer shall obtain all rights and consents necessary for Moto Acquire to fulfill its obligations and exercise its rights as contemplated hereunder, including all rights and consents necessary under any applicable privacy laws for Moto Acquire to process consumer Personal Identifiable Information (“PII”) and Personal Data in accordance with this Agreement. Although Moto Acquire has no obligation to monitor Dealer’s use of the Services, Moto Acquire may do so and may prohibit any use of the Services it believes may be in violation of the foregoing. Dealer shall be responsible for maintaining the security of the Dealer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Dealer account. Dealer shall be responsible for all activity under its account via such passwords.
2.4 Dealer hereby grants Moto Acquire access to Dealer’s instance(s) on any Moto Acquire system (“Dealer Site”), including but not limited to the Dealer’s Acquire Online instance, and Dealer Data.
2.5 In connection with the provision of the Services, Moto Acquire has contracted with various entities to supplement the Services. Such entities include, but are not limited to, Cox Automotive, Inc. and its affiliates (the “Third Party Providers”). If Dealer uses the products and/or services of the Third Party Providers, Dealer acknowledges and agrees to the following:
(i) Dealer shall not challenge the ownership rights of any Third Party Provider with respect to such Third Party Provider’s products and/or services.
(ii) Dealer must comply at all times with all applicable laws, including applicable privacy laws and any laws relating to unfair competition, deceptive trade practices, advertising, and consumer protection.
(iii) Moto Acquire does not guarantee the completeness or accuracy of the products and/or services of Third Party Providers and Moto Acquire shall have no liability if such products and/or services are incomplete, inaccurate, or flawed in any other manner.CONFIDENTIALITY; OWNERSHIP; FEEDBACK
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”)
has disclosed or may disclose business, technical or financial information relating to the
Disclosing Party’s business (“Proprietary Information” of the Disclosing Party). Proprietary Information of Moto Acquire includes non-public information regarding features, functionality,
and performance of the Service. Proprietary Information of Dealer includes Dealer Content. The Receiving Party agrees: (i) to take commercially reasonable precautions to protect Disclosing Party’s Proprietary Information; (ii) disclose the Disclosing Party’s Proprietary Information to its employees, consultants or subcontractors only on a need-to-know basis and subject to the confidentiality obligations imposed herein; (iii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any of Disclosing Party’s
Proprietary Information; (iv) immediately notify the other party upon discovery of any
unauthorized use or disclosure of Disclosing Party’s Proprietary Information, help the Disclosing Party prevent further unauthorized use or disclosure, and provide the Disclosing Party with information about the incident as the Disclosing Party may reasonably request; and (v) when the Disclosing Party’s Proprietary Information is no longer necessary to perform any obligation under this Agreement, return it to the Disclosing Party or destroy it at the Disclosing Party’s
request.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information
(other than Personal Data) that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
Moto Acquire reserves the right to use Dealer’s name as a reference for marketing or
promotional purposes on Moto Acquire’s website and in other communication with existing or potential Moto Acquire dealers with the prior consent of Dealer.
If there is any actual or suspected theft of, accidental disclosure of, loss of, unauthorized
destruction of, or inability to account for any Confidential Information by Dealer or any of its subcontractors or any unauthorized intrusions into Dealer’s or any of its subcontractors’ facilities or secure systems (collectively, “Security Breach”), Dealer must immediately: (a) notify Moto Acquire, (b) estimate the Security Breach’s effect on Moto Acquire, (c) investigate and determine if a Security Breach has occurred with respect to Moto Acquire’s Confidential Information, (d) specify the corrective action to be taken, and (e) take corrective action to prevent any further breach and mitigate any damages to Moto Acquire and third parties resulting
from the Security Breach.
Dealer must, as soon as is reasonably practicable, make a report to Moto Acquire including details of the Security Breach and the corrective action Dealer has taken to mitigate damages and prevent further Security Breach. Dealer must cooperate with Moto Acquire and all government regulatory agencies and law enforcement agencies having jurisdiction and authority for investigating a Security Breach or any related known or suspected criminal activity.
3.2 Moto Acquire shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements, or modifications thereto, whether or not developed based on Dealer’s suggestions or other feedback, (b) any software, applications, inventions, or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Moto Acquire shall have the right to collect and analyze data and other information relating to the Services and related systems and
technologies (including, without limitation, information concerning Dealer Content and data derived therefrom), and Moto Acquire will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Moto Acquire offerings, and (ii) disclose such information and data solely in aggregate or other de-identified form in connection with its business.
3.4 Dealer may from time to time provide Moto Acquire with suggestions or comments for
enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Services. Moto Acquire will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features, or functionality.
Moto Acquire will have the full, unencumbered, royalty-free, right to use, incorporate, and
otherwise fully exercise and exploit any such Feedback in connection with its products and services.
3.5 From time to time, Moto Acquire may permit Dealer to use video, imagery, or other content on the Dealer Site or in promotions for the Dealer Site on an “as is” basis and for no other purpose (“Moto Acquire Content”). Moto Acquire Content shall not be modified and shall be used only as approved by Moto Acquire in writing on a case-by-case basis. Dealer shall indemnify Moto Acquire and its Indemnified Parties under Section 8 for any breach of this Section 3.5.PAYMENT OF FEES
Unless Moto Acquire expressly agrees otherwise in writing, Dealer shall be required to provide Moto Acquire (or its payment processor) with valid ACH authorization information or credit card information for payment of all Fees due under this Agreement. Dealer represents and warrants
that such information is true and complete and that Dealer is authorized to use the applicable payment method on an ongoing basis as needed for collection of the Fees.
Dealer authorizes Moto Acquire to charge or debit such payment method for all Fees due under the applicable Order Form(s), including all amounts due upon the Effective Date and all recurring monthly subscription fees thereafter.
Unless otherwise expressly stated in the applicable Order Form, Dealer shall pay upon the Effective Date:
(i) any applicable one-time configuration, training, or implementation fee;
(ii) the prorated subscription fee for any Partial Month; and
(iii) where applicable under the Order Form, the first full monthly subscription fee for each
subscribed Service.
For purposes of this Agreement, a “Partial Month” means the period beginning on the date that is two (2) business days after the Effective Date of the applicable Order Form and ending on the last day of that same calendar month, unless otherwise expressly agreed by Moto Acquire in writing. Fees for a Partial Month shall be prorated based on the number of days in such Partial
Month.
Thereafter, monthly subscription fees shall be due and payable in advance throughout the Term in accordance with the applicable Order Form.
Moto Acquire may, in its sole discretion, decline to countersign an Order Form, delay activation or launch, or suspend configuration, provisioning, or access if Dealer has not provided a valid payment method, if initial Fees have not been successfully collected, or if billing responsibility for subscribed stores has not been clearly established.
If Moto Acquire chooses to bill through invoice and accept payment by check or bank transfer, full payment for invoices issued in any given month shall be due upon receipt. Unpaid Fees are subject to a finance charge of 19.56% per annum effective interest rate (1.5% per month) compounded monthly, or the maximum permitted by law, whichever is lower. Dealer shall be responsible for all taxes associated with Services other than taxes based on Moto Acquire’s own net income, payroll, real estate, and personal property.TERM AND TERMINATION
5.1 Initial Term. If the applicable launch, provisioning, or operational start date for a subscribed Service occurs on any day other than the first day of a calendar month, the period from such start date through the last day of that calendar month shall be considered a partial month (“Partial Month”). Unless otherwise expressly stated in the applicable Order Form, the applicable start date for billing and term-calculation purposes shall be the date that is two (2) business days after the Effective Date of the applicable Order Form.
The Initial Term for such subscribed Service shall commence on such applicable start date and shall continue through the end of the time period specified in the Order Form, measured from the first day of the calendar month immediately following such start date.
5.2 Renewal. Subject to earlier termination as provided below, the Agreement shall be
automatically renewed for additional periods of one (1) month each (collectively, the “Term”), unless either party provides the other with written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term.
5.3 Termination. Either party may terminate this Agreement (i) upon thirty (30) days’ prior written notice if the other party materially breaches any of the terms or conditions of this Agreement, and, if capable of cure, is not cured during such thirty (30) day period, (ii) immediately upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings, (iii) immediately upon the other party's making an assignment for the benefit of creditors, or (iv) immediately upon the other party's dissolution or ceasing to do business. Further, Moto Acquire may immediately suspend access to the Services if Dealer materially breaches this Agreement, including but not limited to non-payment of past-due fees, until such breach is cured.
5.4 Effect of Termination. Dealer acknowledges and agrees that Dealer is purchasing a
subscription for the entire Initial Term or Renewal Term, as the case may be. As an
accommodation to Dealer, Moto Acquire will invoice Dealer in monthly installments as set forth above. Upon any termination by Dealer of this Order Form, other than for Moto Acquire’s uncured material breach of this Agreement, all payments for the remainder of the then-current term shall be due and payable and Dealer shall pay all such amounts upon receipt of invoice. If Dealer fails to pay such amounts when due, Dealer shall be liable for continuing interest as set forth in Section 4 until paid, as well as full recovery of Moto Acquire’s attorney’s fees and expenses in any action Moto Acquire institutes to recover such amounts.
5.5 Survival. The provisions of Sections 3-4, 5.2, 6.3, 6.4, 6.5, and 7-9 shall survive any
termination or expiration of this Agreement.WARRANTY, UPTIME AND DISCLAIMER
6.1 Moto Acquire represents and warrants that (a) it will perform the Professional Services in a professional and workmanlike manner and (b) the Services will operate in material conformity with any specifications set forth in writing by Moto Acquire.
6.2 Moto Acquire will use reasonable efforts to provide the Services in a manner that minimizes errors and interruptions in accessing the Services, as set forth in the Service Level Agreement attached as Exhibit C to the Order Form.
6.3 EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN SECTION 6.1, MOTO
ACQUIRE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE
AND TITLE.
Moto Acquire does not warrant that the Services will be uninterrupted or error free; nor does it
make any warranty as to the results that may be obtained from use of the Services.
6.4 Dealer represents and warrants to Moto Acquire that: (a) the entering into and carrying out of the terms and conditions of this Agreement will not violate or constitute a breach of any obligation binding upon Dealer; (b) Dealer will provide competent and experienced personnel under this Agreement and such personnel will perform within industry standards and meet any service level agreements specified in this Agreement; and (c) Dealer is not subject to any administrative or enforcement proceedings commenced by the OEM or any federal or state regulatory agency that would materially and adversely affect the ability of Dealer to perform this Agreement.
6.5 Dealer represents and warrants that no majority interest of Dealer is owned or controlled, directly or indirectly, by any person or government from countries that are subject to economic, trade or transactional sanctions imposed by the United States Government, including, but not limited to, Burma, Cuba, Iran, North Korea, Syria or Sudan, and that neither Dealer nor any of its owners, directors, officers, employees or group companies appears on any lists of known or suspected terrorists, terrorist organizations or other prohibited persons made publicly available or published by any agency of the government of the United States, or any other jurisdiction in which Dealer or any of its group companies are doing business, including, but not limited to, the List of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the United States Department of Treasury. Dealer will promptly notify Moto
Acquire if these circumstances change.LIMITATION OF LIABILITY
EXCEPT FOR DEALER’S BREACHES OF SECTION 2 OR USE OF THE SERVICE OR ANY
PART THEREOF EXCEPT AS EXPRESSLY PERMITTED HEREBY, NEITHER PARTY (NOR
ANY OF ITS DEALERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS
AND EMPLOYEES) SHALL BE LIABLE FOR (A) ANY LOST PROFITS, (B) ANY INDIRECT,
PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICES OR (C) ANY
OTHER DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID (PLUS AMOUNTS
PAYABLE) TO MOTO ACQUIRE HEREUNDER IN THE SIX (6) MONTH PERIOD PRIOR TO
THE DATE THE CLAIM FIRST AROSE, IN EACH CASE WHETHER BASED IN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING APPLIES TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.INDEMNIFICATION
8.1 Moto Acquire will defend, indemnify, and hold harmless (“Indemnify”) Dealer against any third-party claim, suit or proceeding (“Claim”) alleging that the Services infringe any third-party intellectual property right. Notwithstanding the foregoing, Moto Acquire will have no obligation under this section or otherwise with respect to any infringement claim to the extent based upon (i) any unauthorized use, reproduction, or distribution of the Services or any breach of this Agreement by Dealer or any third party permitted by Dealer to use the Services, (ii) any combination of the Services with other products, equipment, software or data not supplied, authorized or recommended by Moto Acquire, (iii) any modification of the Services by any person other than Moto Acquire or its authorized agents or contractors or (iv) any activity after Moto Acquire has provided Dealer with a workaround or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Services.
If Moto Acquire reasonably believes that all or any portion of the Services, or the use thereof, is likely to become the subject of any infringement claim, suit or proceeding, Moto Acquire will procure, at Moto Acquire’s expense, for Dealer the right to continue using the Services in accordance with the terms hereof, replace or modify the allegedly infringing Service to make it non-infringing, or, in the event the preceding is infeasible or not commercially practicable, Moto Acquire may, in its sole discretion, terminate this Agreement upon written notice to Dealer and refund to Dealer any prepaid amounts for unused Services.
8.2 Dealer will indemnify Moto Acquire against any Claim arising due to (i) the Dealer Content and/or any code not developed by Moto Acquire (including, but not limited to, tracking code) that Dealer implements, requires, or is required to have Moto Acquire implement infringing any third-party intellectual property or other third-party right or Dealer acting or failing to act violates any applicable law or regulation, (ii) Dealer’s breach of Section 2, 6.4, or 6.5 of this Agreement, (iii) Dealer’s negligence, willful misconduct, fraud, or misuse of the Services, or (iv) the usage of any Third Party Products by Dealer or any client of Dealer.
8.3 Each Party’s indemnification obligations above are contingent upon the indemnified party providing the indemnifying party: (a) with prompt written notice of the Claim; provided that failure to do so shall not relieve the indemnifying party of its indemnification obligations above unless failure to do so materially prejudices the indemnifying party’s defense of the Claim, (b) sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim without the indemnified party’s prior written consent unless it releases the indemnified party of all liability and does not require the indemnified party to admit any liability, perform any action, or refrain from performing any action); and (c) at Moto Acquire's cost, all reasonable assistance.MISCELLANEOUS
From time to time, Dealer and Moto Acquire may enter into Order Forms pursuant to which Dealer will purchase rights to use the Services and/or receive Professional Services. These Moto Acquire Terms and Conditions apply to any attached Order Forms and all subsequent Order Forms to the exclusion of any other terms or conditions that either party seeks to impose or incorporate (except as expressly set forth in any applicable Order Form) or that are implied by
course of dealing.
Neither party will have the right to assign this Agreement, except that either party may assign its rights and obligations without consent to a successor in interest, in connection with a merger, reorganization or consolidation or to the purchaser of all or substantially all its relevant assets, equity or line of business to which this Agreement relates.
The illegality, invalidity, or unenforceability of any provision of this Agreement will not in any manner affect or render illegal, invalid, or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, will be reformed, construed, and enforced so as to most nearly give lawful effect to the intent of the parties as expressed in this Agreement.
This Agreement and any dispute arising hereunder shall be governed by the laws of the State of Illinois, without regard to the conflicts of law provisions thereof. The parties agree that any dispute under this Agreement shall be brought in the federal or state courts located in Cook County, Illinois, USA and agree to submit to the exclusive jurisdiction of such courts, unless Applicable Law requires otherwise.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.
Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, pandemic, epidemic, earthquake or other acts of God, labor conditions and power failures (“Force Majeure”).
For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract.
Any notices in connection with this Agreement will be in writing and sent to the address
specified on the most recent Order Form or such other address as may be properly specified by written notice hereunder.
Dealer agrees that the parties may undertake certain transactions contemplated by these Terms and Conditions via electronic signatures. Dealer agrees that by executing any documents through a recognized third-party electronic signature provider, Dealer is creating a legally valid and enforceable signature just as if the relevant document was signed by Dealer in hardcopy.