ZAG SERVICES & MAINTENANCE AGREEMENT

Exhibit 10.21

USAA Contract Control Number: 1017633-000

ZAG SERVICES & MAINTENANCE AGREEMENT

THIS ZAG SERVICES & MAINTENANCE AGREEMENT (“Agreement” which shall include by reference all Project Addendums, Exhibits and other mutually executed amendments hereto) is entered as of February 13, 2007 (“Effective Date”) by and between UNITED SERVICES AUTOMOBILE ASSOCIATION, a reciprocal interinsurance exchange, with offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (“USAA”) and ▇▇▇.▇▇▇ INC., a corporation with offices located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇  ▇▇▇▇▇ (“ZAG” or “SUPPLIER”).  SUPPLIER and USAA are each referred to in the alternative as a “Party” and both collectively as the “Parties.”

WHEREAS, the Parties agree that the execution of this Agreement satisfies the no-cost criteria referenced in USAA Contract Control Number 1017674-000 dated 28 August 2006; and

WHEREAS, ZAG provides certain web based services, including but not limited to an Internet accessible platform for automobile shopping, purchasing, insuring and financing as such a program is developed, changed, and delivered for USAA Members; and

WHEREAS, USAA desires to acquire the right to obtain such services as are set forth herein.

NOW THEREFORE, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1                               General Definitions.  For purposes of this Agreement, the following capitalized terms shall have the meaning ascribed thereto.  Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.

1.2                               “Acceptance Test Plan” shall mean the criteria established by the Parties for the acceptance of ZAG’s Technology, Deliverables and/or Custom Works as set forth in a separate written document executed by both Parties and pursuant to Section 3.14 of this Agreement.

1.3                               “Access” shall mean, but shall not be limited to, the ability to view, receive, process or handle data or the media on which such data resides.

1.4                               “Affiliates” shall mean the (i) subsidiaries, affiliates or parent company of an Entity; or (ii) any Entity that directly or indirectly, Controls, is controlled by, or is under common control of or with an Entity.  “Control” (including “control by” and “under common control with”) shall mean ownership of, or the right to acquire (a) not less than fifty percent (50%) of the stock of an Entity; (b) the right to vote not less than fifty percent (50%) of the stock of an Entity; (c) not less than fifty percent (50%) ownership interest in a partnership or other Entity; or (d) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Entity, whether through the ownership of voting securities, by contract or otherwise.

1.5                               “Auditable Records” shall mean accurate auditable evidence maintained in any type of media; including, but not limited to, records, timesheets (or time tracking systems of any type), employment records, work specifications, project management notes and reports; consulting charges, invoices, travel and living expenses, receipts and employee expense records, which are the basis of, or otherwise directly relate to, charges for any fees, expenses or other charges to USAA under this Agreement.

1.6                               “Change of Control” shall mean (a) outstanding stock representing 50% or more of the equity ownership or voting rights of ZAG’s shareholders, or substantially all of ZAG’s assets are sold,

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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transferred, assigned or merged; (b) ZAG assigns other than by a change in controlling interest or sale of substantially all assets, to a third party any of its rights and obligations under this Agreement, without USAA’s prior written consent, which shall not be unreasonably withheld; or (c) any other transaction or series of transactions that result in a change of Control of ZAG; provided however that the following issuances or deemed issuances shall not be deemed a Change in Control: (i) common stock upon conversion of preferred stock; (ii) common stock issued or issuable to officers, directors and employees of, or consultants to, ZAG pursuant to stock grants, option plans, purchase plans or other employee stock incentive programs or arrangements, or upon exercise of options or warrants granted to such parties pursuant to any such plan or arrangement; (iii) shares of common stock issued or issuable as a dividend or distribution on preferred stock; (iv) shares of common stock issued in a registered public offering under the Securities Act; (v) shares of common stock issued or issuable pursuant to the acquisition of another corporation by ZAG by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement; (vi) shares of common stock issued or issuable to banks, equipment lessors or other financial institutions pursuant to a debt financing or commercial leasing transaction; (vii) shares of common stock issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM agreements, marketing or other similar agreements or strategic partnerships, provided that such issuances are for other than primarily equity financing purposes; (viii) shares of common stock issued or issuable to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions, provided that such issuances are for other than primarily equity financing purposes; or (ix) shares of common stock issued or issuable in connection with any settlement of any action, suit, proceeding or litigation.

1.7                               “Confidential Information” shall mean material or information proprietary to the Disclosing Party and designated as Confidential Information by the Disclosing Party, and not generally known by third parties.  Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing or any media): systems manuals, decision processes, profiles, system and management architectures; discoveries, ideas, know-how, concepts or inventions (whether patented or not); software in various stages of development; business methods, processes, strategic plans or methodologies; marketing techniques and materials, marketing and development plans and procedures; Customer Data; price lists, pricing policies, business or financial information, plans, strategies, forecasts, forecast assumptions and business practices.  Notwithstanding any failure to designate, the ZAG’s Technology shall be deemed the Confidential Information of ZAG.  Confidential Information also includes any information described above which is jointly developed by the Parties and which either Party designates as Confidential Information; as well as any notes, memorandum, analyses or abstracts relating to Confidential Information.

1.8                               “Conviction” shall mean criminal convictions involving intentional injury or loss to person or property; endangerment of others while under the influence of alcohol or other substances; or any crime (including felonies) involving in any way, theft, fraud, dishonesty, moral turpitude, bribery or the violation of any securities law; as well as any deferred adjudications with respect to any of the above, as allowed by law.

1.9                               “CPU” shall mean Central Processing Unit.

1.10                        “Customer Data” shall mean any personally identifiable information of a USAA Member or customer; but excludes any personally identifiable information gathered by ZAG independently of this Agreement, the relationship of the Parties or use of the ZAG’s Technology.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.11                        “Custom Work(s)” shall mean any and all materials that are (i) developed by ZAG exclusively for USAA under this Agreement; and (ii) are explicitly labeled as “Custom Work” in this Agreement or in a writing pursuant to Section 17.2 hereof.

1.12                        “Deliverables” shall mean any materials that may be provided or delivered by ZAG to USAA hereunder that are expressly designated as a “Deliverable” in this Agreement or in a writing pursuant to Section 17.2 hereof.

1.13                        “Disclosing Party” shall mean the Party disclosing Confidential information.

1.14                        “Documentation” shall mean the materials provided or made available by ZAG relating to ZAG’s Technology, Delivered Zag Technology or Custom Works which describe the operation, function and performance of the same.

1.15                        “Effective Date” shall mean the date when the last authorized signature is executed to this Agreement.

1.16                        “Enterprise-wide” shall mean, except as otherwise expressly stated herein, that USAA may use the ZAG’s Technology without limitation as to (a) the number of servers, workstations, and/or personal computers upon which the ZAG’s Technology, Delivered Zag Technology or Custom Works may be installed; (b) the location of such servers, workstations, and/or personal computers; and (c) the purpose for which the ZAG’s Technology is intended.

1.17                        “EFT” shall mean an electronic funds transfer.

1.18                        “Employee” shall mean an agent or employee employed or retained in any way, on a full or part time basis, by ZAG or ZAG’s subcontractors, that provides Services directly to USAA and/or USAA Members, has access to USAA Confidential Information, or has access to USAA’s premises or to USAA computing systems pursuant to this Agreement.

1.19                        “Entity” shall mean but not be limited to, any corporation, partnership, joint venture, joint stock company, limited liability company, trust, estate, association or other entity the existence of which is recognized by any governmental authority.

1.20                        “Hot Stand-by Equipment” shall mean computer hardware which is powered up and has ZAG’s Technology loaded, but is not being used to process actual production work, except for simultaneous processing for disaster recovery and disaster recovery testing purposes.

1.21                        “Intellectual Property” shall mean to the extent that any of the following are recognized in any jurisdiction world-wide: (i) intellectual property and/or proprietary rights, whether registered or unregistered, including without limitation copyrights, patent rights (including without limitation applications for patent protection); (ii) publicity rights, trade dress, registered or otherwise protected trademarks, trade names, service marks and protections from trademark dilution; (iii) trade secrets, as defined in the Uniform Trade Secret Act or its successor, (iv) proprietary products, services, know-how, techniques, business processes, configurations, business methods.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.22                        “Launch Date” means the date that the Primary Markets (as defined in Exhibit C) in phases 1, 2, 3 and 4 as .set forth in Exhibit F, paragraph 4 are completed per the terms and conditions of this Agreement.

1.23                        “Material Breach” shall mean any breach by either Party of a material term, condition, or covenant, that remains uncured thirty (30) days after written notice to the breaching party describing the nature of the breach and stating explicitly that such breach is a Material Breach of this Agreement.

1.24                        “Major New Release” shall mean an upgrade or Update that substantially increases the level of current functionality of the ZAG’s Technology, as determined by ZAG in its reasonable discretion.

1.25                        “Pre-existing Intellectual Property” shall mean products, software, ideas, skills, tools, techniques, processes and other Intellectual Property of a Party which Intellectual Property is in existence prior to the Effective Date or if developed or acquired after the Effective Date, is developed and/or acquired independently of this Agreement.

1.26                        “OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of Treasury.

1.27                        “Project Addendum” shall mean any written document that may be attached to this Agreement and is executed by USAA (or its Affiliates) and ZAG that provides the direction, resources, commitments, methodology, timelines, and other program/project requirements to implement the Services anticipated by this Agreement.

1.28                        “Project Addendum Number” shall mean the USAA specified number or letter assigned to each Project Addendum, as described above in 1.27.

1.29                        “Provider” shall mean any third party with Access to Customer Data by, through or under ZAG including sub-contractors and sub-subcontractors of whatever tier,

1.30                        “Recipient” shall mean the Party receiving Confidential Information.

1.31                        “Regulations” shall mean the statutes, rules and regulations that are issued, promulgated and or enforced by OFAC.

1.32                        “Services” shall mean the services to be performed by ZAG for USAA under this Agreement as amended from time to time, including but not limited to Maintenance Services, implementation services, project management, customization services and as set forth in Exhibits C, E, and F hereto.

1.33                        “Termination Assistance Services” means (i) the terminated, in-sourced or resourced ZAG’s Technology, Custom Works, and Services (including any enhancements to or improvements upon existing ZAG’s Technology, Custom Works, and Services) to the extent USAA requests such ZAG’s Technology, Custom Works, and Services during the Termination Assistance Period and (ii) ZAG’s cooperation with USAA or another service provider designated by USAA in the effective and efficient transfer of the terminated, in-sourced or resourced Custom Works and Services to USAA or its designated service provider.

1.34                        “Termination Assistance Period” means a period of time not to exceed six (6) months after termination of this Agreement pursuant to Section 9.2.

1.35                        “USAA” means United Services Automobile Association and its Affiliates.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.36                        “USAA Competitors” means [***] and [***] including such Entities’ Affiliates.

1.37                        “USAA Member” shall mean any person or Entity to whom USAA provides, or is actively attempting to provide, products or services to in the course of USAA’s business operations.

1.38                        “USAA Trade Dress” means the trademarks, service marks, logos, layout, colors, site maps, fonts and other characteristics which, taken together as a whole, are unique to USAA’s or otherwise identify USAA and all Intellectual Property thereto.

1.39                        “USAA Auto Program” shall mean all aspects of the automobile shopping, purchasing, insuring and financing program as such a program is developed, changed, and delivered for USAA Members branded with the USAA Trade Dress and operated, serviced, enabled or otherwise provided by ZAG during the Term.

1.40                        “USCIS” shall mean the U.S. Citizenship and Immigration Services and its predecessors.

1.41                        “ZAG’s Content” means information and data contained in the ZAG’s Web Site (excluding USAA Trade Dress) together with all data to be provided by ZAG pursuant to this Agreement and any derivative works created from information and data by ZAG under the terms of this Agreement.

1.42                        “ZAG IP” shall have the meaning ascribed thereto in Section 3.10.

1.43                        “ZAG’s Technology” means any software, internet based services platforms, inventions, business processes, ZAG’s Content, ZAG’s Web Site and any other information, ideas, concepts, data, know-how, products, designs and techniques, developed or provided on a hosted basis by ZAG to USAA under this Agreement hereto.

1.44                        “ZAG’s Web Site” means that certain area of the World Wide Web on the internet hosted and maintained by ZAG for the use and benefit of USAA for the USAA Auto Program with or without the use of ZAG’s Technology.  Together with all related and successor ZAG web sites and information contained within, access to said web site is being provided by ZAG for the USAA Auto Program.

ARTICLE 2: SERVICES

2.1                               Services.  During the Term of this Agreement, ZAG will fully perform the Services and fully provide all Deliverables as set forth in this Agreement, as it may be amended from time to time during the Term.  Throughout the Term of this Agreement, ZAG will provide to USAA a full-time program manager that is dedicated to overseeing the provision of the Services pursuant to this Agreement.  ZAG will devote as much of its resources, agents and employees’ time and efforts to the Services as may be reasonably necessary to properly perform all of ZAG’s duties under this Agreement.  ZAG shall have the right to subcontract the performance of its Services hereunder, provided that the subcontractors utilized by ZAG shall be based in the United States and are subject to the same confidentiality provisions as set forth in this Agreement; provided however, in the case of subcontractors which have access to Customer Data, directly interact with USAA Members or that will have access to USAA computing systems, such “Designated Contractors” must be pre-approved by USAA.  All Services performed under this Agreement, including but not limited to call center services, shall be performed within the United States.

2.2                               Service Performance.  In the event that USAA notifies ZAG that the performance of Services under this Agreement, as reasonably determined by USAA, is not consistent with the specifications set forth in this Agreement, USAA shall send ZAG a written notice, and ZAG shall, within reasonable time

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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and at its expense re-perform the applicable Services so that they conform with the requirements of this Agreement; or if such service was subject to a charge paid or payable by USAA then USAA may elect to have ZAG reasonably reduce the invoiced cost of said Services or repay the amount paid in order to compensate USAA for any cost incurred by USAA.

2.3                               USAA Obligations.  After the Launch Date, USAA hereby agrees that it shall, in good faith and to the extent of its commercially reasonable abilities, market the USAA Auto Program to USAA Members, including in such a manner and through such channels and means as follows: (1) provide a prominent place within any and all USAA Member web sites to promote the USAA Auto Program, (2) offer the USAA Auto Program at the end of each online USAA automobile loan or lease application, as well as within the USAA call center as a USAA service available to USAA Members interested in purchasing an automobile, (3) issue a press release acknowledging its use of ZAG’s Technology in conjunction with the USAA Auto Program, (4) work with ZAG to determine what USAA marketing and publicity is reasonably needed and acceptable to USAA to further expand and grow the USAA Auto Program, and (5) enable the USAA Auto Program to be generally available to USAA Members.

2.3.1                     Pre-Launch.  Prior to the Launch Date, USAA hereby agrees that it shall, in good faith and to the extent of its commercially reasonable abilities, market the USAA Auto Program to USAA Members, including in such a manner and through such channels and means as follows: (1) provide a prominent place within any and all USAA Member web sites to promote the USAA Auto Program, (2) offer the USAA Auto Program at the end of each online USAA automobile loan or lease application, as well as within the USAA call center as a USAA service available to USAA Members interested in purchasing an automobile, and (3) work with ZAG to determine what USAA marketing and publicity is reasonably needed and acceptable to USAA to further expand and grow the USAA Auto Program.

2.3.2                     Verification of Information.  USAA will provide ZAG with such information as may be reasonably requested in order to verify the purchase of automobiles by USAA Members through the USAA Auto Program.

2.4                               Dealer Network.  As more fully described in Exhibit C, ZAG shall establish, own and manage a Dealer Network (as such term is defined in Exhibit C) for the USAA Auto Program.  Dealers (as such term is defined in Exhibit C) shall be required to execute a Dealer Program Agreement (as such term is defined in Exhibit C) with ZAG which shall contain terms and conditions consistent and inclusive of the Dealer Program requirements set forth in Exhibit C relevant to how Dealers may interact with and conduct business with USAA Members (i.e., without limitation - “no flipping,” “Additional Products” restrictions, “no-haggle,” ACII payment, title submission, etc).  Upon reasonable notice and not more than once (lx) in any calendar quarter, USAA shall have a right to audit executed Dealer Program Agreements to determine whether such Dealer Program Agreements are consistent with the requirements set forth in Exhibit C.

2.5                               Repurchasing Services.  If a sale of a vehicle has been completed through the USAA Auto Program and has resulted in a USAA Member’s making of a dissatisfaction complaint to USAA or Dealer within three (3) business days of such purchase (“Claim”) referencing that the dissatisfaction has resulted from the Dealer’s failure to comply with the requirements set forth Exhibit C relevant to how Dealers are to interact with and conduct business with USAA Members (“DP Failure”), then USAA shall notify ZAG promptly of the Claim and ZAG and USAA will jointly work to resolve the Claim as follows:

2.5.1                     Within three (3) business days of notice from USAA of the Claim, USAA will make a reasonable determination and report to ZAG whether the Claim is a valid DP Failure.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2.5.2                     Within ten (10) business days of a determination that the Claim has arisen from a DP Failure, ZAG will resolve the Claim by electing to either:

2.5.2.1  require the Dealer to resolve the DP Failure in question as outlined in the Claim per ZAG’s instructions, or

2.5.2.2  pay the difference between the amount that should have been paid to the Dealer pursuant to the relevant DP Failure requirement set forth in Exhibit C as outlined in the Claim and the amount that was actually paid to the Dealer by the USAA Member, or

2.5.2.3  require the Dealer or ZAG to repurchase the vehicle from the USAA Member at the same purchase price as was paid by the USAA Member.

2.5.2.4  should the Claim be able to be resolved per Section 2.5.2.1 or Section 2.5.2.2; and USAA nonetheless chooses to have the vehicle be repurchased by ZAG, the costs and profits associated with such repurchase shall be USAA’s.

2.5.3                     Subject to Section 2.5.2.4, all costs and profits related to the resolution of DP Failure Claims shall be ZAG’s.

2.5.4                     Should USAA decide to repurchase a vehicle that was procured through the USAA Auto Program because it has resulted in a USAA Member’s making of a dissatisfaction complaint to USAA or Dealer; and should USAA determine the complaint is based on factors other than a DP Failure, USAA shall be solely responsible for resolving the complaint, including without limitation incurring all costs relating to the repurchase of the vehicle should it be decided by USAA to resolve the complaint via repurchase.  Any repurchases pursuant to Section 2,5.4 and Section 2.5.2.4 shall not be counted toward the Minimum Level for Material Breach of SLO 8 set forth in Exhibit B.

ARTICLE 3: LICENSES

3.1                               ZAG’s Technology License Grant.  The Parties acknowledge and agree that as of the Effective Date, ZAG’s Technology is a part of a Service hosted by ZAG to enable the USAA Auto Program.  ZAG shall have the obligation to deliver “Delivered Zag Technology” as such technology may be subsequently developed to the extent mutually agreed to in writing by the Parties pursuant to Section 17.2.  Subject to the terms of this Agreement-ZAG grants to USAA an irrevocable, nonexclusive, Enterprise-wide, world-wide, royalty-free right to (1) use Delivered Zag Technology solely to support the USAA Auto Program and (2) to access and use ZAG’s Technology as hosted by ZAG solely for the use of the USAA Auto Program.  The license grant in this Section 3.1(1) shall commence upon the date of delivery of any Delivered Zag Technology to USAA by ZAG for the Term.  Subject to the terms and conditions herein, the licenses granted in Section 3.1(2) shall be effective as of the Effective Date.  ZAG’s Technology shall be considered ZAG’s Confidential Information under this Agreement.  ZAG’s Technology excludes the Customer Data and Custom Works assigned to USAA pursuant to Section 3.11.

3.2                               Web Site License.  Subject to the terms of this Agreement, ZAG grants to USAA an Enterprise- wide, non-exclusive, non-transferable, world-wide license to access and use ZAG’s Web Site as may be necessary to utilize USAA Auto Program and as necessary in support of the rights granted to USAA in Section 3.1 hereto.

3.3                               Permitted Users.  All rights granted to USAA and USAA Members in this Agreement shall extend to USAA’s Affiliates provided that USAA remains responsible for all obligations or liabilities incurred as a result of its Affiliates’ use or third party’s use (pursuant to Section 3.4) of the ZAG’s

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Technology and/or Delivered Zag Technology.  Furthermore, USAA’s agents and/or consultants may use the ZAG’s Technology subject to this Agreement to the same extent, and under the same terms and conditions to which USAA itself may use the ZAG’s Technology for the USAA Auto Program; provided, however, that USAA shall be responsible for the compliance of all such agents and consultants with the terms and conditions of this Agreement, as if such agents and consultants were parties hereto.

3.4                               Service Providers.  USAA may not transfer any rights or licenses to ZAG’s Technology or Delivered Zag Technology to any third party; provided, however, USAA may, sublicense the above stated license to use ZAG’s Technology and/or Delivered Zag Technology to a third party in the event that USAA has engaged such third party to provide services for USAA in connection with the USAA Auto Program (including, without limitation, third party service providers who may process USAA’s or Affiliate business transactions) subject to the terms of a written agreement which is consistent with the terms of this Agreement; notwithstanding, USAA shall not have the right to sublicense the ZAG’s Technology or the Delivered Zag Technology to any third party that is primarily in the business of marketing, leasing or selling Automobiles over the Internet.  Any integration of third parties will be at the cost of USAA or a third party, and will include any applicable ZAG’s fees, so long as such fees are consistent with those identified in Exhibit A.  ZAG and USAA shall mutually agree in writing on the cost and scope of chargeable work performed by ZAG not included within the Services.

3.5                               USAA Member Processing.  USAA may exercise the licenses granted in Article 3 for the benefit of USAA Members solely in support of the USAA Auto Program.  Each license includes the right to access and use the ZAG’s Technology and the Delivered Zag Technology in connection with the Internet and any associated or interconnected networks, peripherals, equipment, customer delivery channels or devices for the purpose of operating the USAA Auto Program.

3.6                               Copies.  (i) USAA may make additional copies of the Delivered Zag Technology (or portions thereof); provided, however, that USAA’s use of such copies is consistent with the terms of this Agreement ; (ii) USAA shall be entitled to keep copies of the Delivered Zag Technology away from USAA’s premises for purposes of safekeeping and permanent archival usage; (iii) USAA may use the Delivered Zag Technology on temporary, substitute or back-up equipment, including, but not limited to Hot Stand-by Equipment, at another USAA or authorized third party site and/or on another computer for the purposes of contingency and recovery (“C&R”) testing or activities and/or emergency backup; and (iv) USAA may install and use the Delivered Zag Technology in a non-production environment for purposes of training, testing and development.

3.7                               Portability. (i) USAA may install and utilize the Delivered Zag Technology on alternative workstations, personal or portable computers or electronic devices at any time that the Delivered Zag Technology is not being used on the workstation, personal or portable computer or electronic devices on which the Delivered Zag Technology would normally be utilized or to which it is restricted, (ii) with respect to any license type that restricts the use of the Delivered Zag Technology to a particular installation site or CPU, if the workload for such installation site or CPU is transferred to another installation site or CPU, USAA may use the Delivered Zag Technology simultaneously at the original and the new installation site or CPU for a period not to exceed six (6) months (the “Transition Period”) in support of transitional parallel operations and testing and (iii) upon expiration of the Transition Period, USAA will cease use of the Delivered Zag Technology at either the original or the new installation site or CPU.

3.8                               No Shrink Wrap Licenses.  Unless expressly agreed upon by the Parties, ZAG and USAA agree that no so-called “shrink wrap” or “click wrap” license terms shall apply to (1) any ZAG’s Technology or Delivered Zag Technology licensed or to any Service provided to a USAA Member hereunder, or (2) any ZAG’s Technology or Delivered Zag Technology licensed or to any Service or Deliverable provided to

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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USAA hereunder.  Unless so agreed by the ZAG and USAA, such licenses or versions of the ZAG’s Technology, Delivered Zag Technology, Deliverable or Services that are packaged with or require assent to any such “shrink wrap” or “click wrap” license, shall be null and void and the terms and conditions of this Agreement shall apply to the ZAG’s Technology or Delivered Zag Technology, Deliverable or Services.  Notwithstanding the foregoing, the Parties shall mutually agree upon a privacy policy and terms of use for the USAA Auto Program.

3.9                               Additional Copies.  In the event USAA’s copy(ies) of the Delivered Zag Technology (or portions thereof), Custom Works or Deliverables delivered to USAA hereunder become(s) damaged or destroyed through no fault of USAA (provided USAA receives copies of the same as part of the license granted hereunder), ZAG agrees to replace such Delivered Zag Technology, Custom Works, and Deliverable.  Such materials will be shipped promptly to USAA.  ZAG will charge USAA only for replacement of the media and reasonable delivery charges.

3.10                        Title to ZAG’s Technology and ZAG IP.  As between ZAG and USAA, ZAG retains all title and Intellectual Property rights to the ZAG’s Technology and any and all other materials and information that may be provided by ZAG or accessed by USAA or its Affiliates hereunder that are not Custom Works (collectively, “ZAG IP”) and ZAG does not convey any proprietary interest therein to USAA other than the non-exclusive licenses as may be expressly specified herein.  Notwithstanding, the use of any USAA Confidential Information and USAA Intellectual Property in combination with the ZAG’s Technology, or output derived from the use of the ZAG’s Technology, such USAA Confidential Information, USAA Intellectual Property and/or output shall remain USAA Confidential Information.  Except as explicitly granted herein, ZAG retains all right, title and interest in ZAG IP and ZAG Confidential Information and ZAG does not grant, assign nor in any way transfer any right, entitlement, privilege, permission, claim, title or ownership in any ZAG IP or other ZAG Confidential Information, either implicitly or explicitly, by operation of law or otherwise.  Without limiting the effect of the foregoing, as between USAA and ZAG, all ZAG Pre-Existing Intellectual Property remains the sole and exclusive property of ZAG.

3.11                        Title to Custom Work.  The Parties hereby acknowledge and agree that during the course of ZAG’s performance of Services hereunder, USAA may request ZAG to create “Custom Work” as defined in Section 1.11.  ZAG further agrees that all Intellectual Property right, title and interest in and to Custom Works (including without limitation, the source code for Custom Works (as applicable)) shall vest in USAA and shall be the sole property of USAA, excluding in all cases any ZAG IP.

3.12                        Custom Work Intellectual Property Rights.  Except for the ZAG IP (and ZAG’s Pre-existing Intellectual Property), USAA will own all Intellectual Property rights in any Custom Work.  Such Custom Works are deemed “works made for hire.” In the event such Custom Works do not fall within the specifically enumerated works that constitute “works made for hire” under United States copyright laws, ZAG hereby assigns all tangible and intangible Intellectual Property in the Custom Work, except for the ZAG IP (and ZAG’s Pre-existing Intellectual Property), to USAA.  ZAG agrees to execute any other documents necessary to perfect such title in USAA.  Should ZAG receive any inquiries from third parties concerning an interest in obtaining a Custom Work or obtaining a right to use a Custom Work; ZAG shall promptly notify USAA of such inquiry.

3.12.1              Pre-existing Intellectual Property.  To the extent that ZAG IP (including ZAG’s Pre-existing Intellectual Property) has been incorporated with or is embedded in a Custom Work, the Parties agree that for the Term of this Agreement the licenses granted under Article 3 shall apply thereto.  As between the ZAG and USAA, the ZAG IP shall remain the property of ZAG.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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3.12.2              Custom Works.  Custom Works include, but may not be limited to (i) the HTML code authored by ZAG to private label/brand the USAA Auto Program: (ii) the object and source code for the eFund features and functionality for the USAA Auto Program as set forth in Exhibit C.

3.13                        Reverse Engineering & Restrictions.  USAA will not modify, decompile, disassemble or reverse engineer any portion of the ZAG’s Technology or ZAG IP (including ZAG’s Pre-existing Intellectual Property) to intentionally attempt to discover any underlying ideas or algorithms.

3.13.1              USAA may not re-transmit, re-sell, or re-distribute the ZAG’s Technology, ZAG’s Web Site, ZAG’s Content or ZAG IP except as explicitly provided for herein.

3.13.2              ZAG may not use, re-transmit, re-sell or redistribute Customer Data or any USAA Trade Dress to any third party for any purpose other than as explicitly set forth herein.  USAA hereby grants ZAG a non-exclusive worldwide license to use and copy USAA Trade Dress and Customer Data as required to perform Services pursuant to this Agreement and USAA Trade Dress policies and build, operate, market and maintain the USAA Auto Program.  USAA shall have the right to audit ZAG’s use of USAA Trade Dress and Customer Data upon reasonable notice as per section 17.11.

3.14                        Acceptance Test.  The test to document USAA acceptance of ZAG’s Technology, Deliverables, and/or Custom Works and the Launch Fulfillment (as defined below) (“Acceptance Test”) will be conducted in two parts.  Each, of the two parts must be accepted by USAA in accordance with the Acceptance Test Plan.  Acceptance for each of the two parts is, however, independent of the other.  USAA and ZAG shall each be responsible for their own Acceptance Test costs incurred.  ZAG agrees to assist USAA as reasonably needed to perform the Acceptance Test.  The two parts of the Acceptance Test are:

3.14.1              Part I Acceptance Test: Will commence within thirty (30) days of notification by ZAG that it is ready for USAA to begin the Acceptance Test of the ZAG’s Technology, Deliverables, and/or Custom Works (see applicable sections of Exhibits C and E).  Part I Acceptance Test will take no longer than thirty (30) days from the date of such notice.  Under Part I Acceptance Test, USAA will test ZAG’s Technology, Deliverables, and/or Custom Works as required and described in the Acceptance Test Plan.  Within fifteen (15) business days of completing the testing required under Part I Acceptance Test, USAA shall either accept the ZAG’s Technology, Deliverables and/or Custom Works or reject them due to a failure of the ZAG’s Technology, Deliverables and/or Custom Works to perform in accordance with the Part I Acceptance Test as provided in the Acceptance Test Plan.  USAA will notify ZAG in writing no later than fifteen (15) business days after completion of Part I Acceptance Test of either its acceptance or rejection of the applicable ZAG’s Technology, Deliverables, and/or Custom Works.  USAA will issue a Certificate of Completion (COC) should ZAG’s Technology, Deliverables and/or Custom Works successfully pass Part I Acceptance Test.  USAA will issue a rejection notice accompanied by a written description as provided in 3.14.2 should ZAG’s Technology, Deliverables and/or Custom Works fail the Part I Acceptance Test.

3.14.1.(a) Part II Acceptance Test: Will commence upon notification from ZAG that the requirements of the Launch Date as set forth in Exhibit F, Exhibit C and as provided in the Acceptance Test Plan have been fulfilled (“Launch Fulfillment”).  Upon such notice from ZAG, USAA shall have up to five (5) business days to commence its Part II Acceptance Test.  Part II Acceptance Test will comprise of a good faith investigation by USAA of the Launch Fulfillment having met the requirements of Exhibits F and C and as provided in the Acceptance Test Plan.  Within ten (10) days of completing such investigation, USAA shall either accept or reject the Launch Fulfillment in good faith in accordance with the Part II Acceptance Test.  USAA will issue a Certificate of Completion (COC) should the Launch Fulfillment successfully pass Part II

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Acceptance Test.  USAA will issue a rejection notice accompanied by a written description as provided in 3.14.2 should the Launch Fulfillment fail the Part II Acceptance Test.

3.14.1.(b) Notification.  If ZAG has not received such timely notification of its success or failure to pass the Part I or Part II Acceptance Test as described above, ZAG shall send USAA a notice identifying the lack of response from USAA regarding the Part I or Part II Acceptance Test.  Unless USAA responds within ten (10) calendar days of receiving such notice, the tested ZAG’s Technology, Deliverable and/or Custom Works or the Launch Fulfillment (as applicable) shall be deemed accepted.  ZAG may also elect to terminate this Agreement should USAA not respond to such notice in accordance with Section 9.1.9.

3.14.2              Rejection.  If USAA rejects the ZAG’s Technology, Deliverables and/or Custom Works or the Launch Fulfillment due to ZAG’s failure to pass Part I or Part II Acceptance Test, USAA may: (i) give ZAG notice of such failure and a detailed descriptions of the reasons therefore, and if ZAG has not remedied such failure within fourteen (14) days of such notice, USAA may terminate the Agreement without any further obligation or liability of any kind; or (ii) require that ZAG correct the deficiencies described in such notice, at no cost to USAA, and repeat the applicable Acceptance Test, in its entirety or any such portions as reasonably determined by USAA.  Upon any such termination as provided in this Section 3.14.2, USAA agrees to return the ZAG’s Technology and/or the Deliverables, together with any materials furnished to USAA by ZAG in connection therewith, without further obligation or liability of any kind to ZAG.

3.15                        USAA Retention of Rights.  Except as explicitly granted herein, USAA retains all right, title and interest in USAA Intellectual Property and Confidential Information and USAA does not grant, assign nor in any way transfer any right, entitlement, privilege, permission, claim, title or ownership in any USAA Intellectual Property or other Confidential Information, either implicitly or explicitly, by operation of law or otherwise.  Without limiting the effect of the foregoing, as between USAA and ZAG, all USAA Pre-Existing Intellectual Property remains the sole and exclusive property of USAA.

ARTICLE 4: DOCUMENTATION

4.1                               Content.  Any Documentation furnished according to this Agreement shall be in compliance with the applicable Project Addendum.

4.2                               Revisions to Documentation.  If the Documentation is materially revised at any time, or if Updates (as hereinafter defined) are being provided to USAA, then ZAG shall automatically send to USAA, at no charge for so long as Maintenance Services are to be provided hereunder, copies (in the quantities and formats specified in Article 4) of such revised or additional Documentation produced by ZAG as soon as such Documentation has been made generally available to ZAG’s other customers.

4.3                               Copies.  Unless designated otherwise, ZAG shall deliver to USAA two copies of the Documentation, in hard copy format and, if available, two (2) copies of the Documentation in CD ROMS or other electronic or machine readable format, as applicable.  In addition, for so long as USAA is entitled to Maintenance Services, ZAG shall provide USAA, at no charge, access to any on-line documentation and information services that ZAG makes generally available to its other customers as part of its technical maintenance services.

4.4                               Distribution of Documentation.  USAA shall have the right to reproduce and either physically or electronically distribute any Documentation provided hereunder: (i) solely for the use by USAA for the USAA Auto Program (or any other party permitted to use the ZAG’s Technology under this Agreement) and (ii) reproduce all such proprietary notices as ZAG has included on the original Documentation.  If

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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USAA requests ZAG to furnish additional copies of any such Documentation, ZAG shall furnish a reasonable amount of such additional copies to USAA.

4.5                               Training Services.  Training, orientation and other support services (“Training Services”) not otherwise specified as “no cost” items in this Agreement will, upon ZAG’s consent, be furnished by ZAG at USAA’s request, as described in Exhibit A.  Exhibit A sets forth ZAG’s standard rates as of the Effective Date.  Changes to the rates in Exhibit A will be as described in Exhibit A.  Notwithstanding the foregoing, the Parties may negotiate special rates on a project by project basis, as mutually determined.  The location of such Training Services shall be at mutually agreed upon location(s).  USAA and ZAG shall mutually determine the scheduling for Training Services.  USAA may video, audio tape or otherwise electronically store, for USAA’s own use, any Training Service provided by ZAG and may reproduce and distribute by any means such recorded training session and any associated documentation, manuals, and coding sheets for USAA’s own use provided that all titles, logos and copyrights are also reproduced.

ARTICLE 5: SUPPLIER’S RESPONSIBILITIES

5.1                               Conduct.  ZAG shall conform to the following rules of conduct:

5.1.1                     ZAG will have its Employees comply with the following USAA’s policies while on the USAA’s premises: (i) no smoking; (ii) drug-free environment; (iii) dress code; (iv) non-harassment; (v) travel/expense guidelines (while such expenses are being submitted to USAA for reimbursement); (vi) time reporting (for all Employees subject to billable hour charges relevant to the Services) , (vii) all safety and security policies (including a prohibition against weapons); (viii) computer security and use policies (for any Employee with access to USAA computing systems); and (ix) USAA’s Physical Security Policy, in each case, as set forth in the Non-USAA Worker Orientation Booklet attached hereto as Exhibit G.

5.1.2                     Intentionally Left Blank.

5.1.3                     Employees may be required to attend a short orientation program prior to performing Services on USAA’s premises.  USAA shall cover any costs associated with Employees attending such an orientation program.

5.1.4                     USAA may require ZAG to immediately prevent, if legally permissible, any of its Employees that do not comply with the policies set forth in this Section 5.1 or who are otherwise objectionable to USAA, in its reasonable judgment, from providing any further Services under this Agreement or from coming on USAA’s premises, with or without cause.

5.2                               ZAG Team Stability.  From the Effective date and until the applicable date set forth below, ZAG shall utilize the following “Key Personnel” to provide service hereunder: ▇▇▇▇ ▇▇▇ until the initial issuance of the Part I Acceptance Test Certificate of Completion (COC) pursuant to Section 3.14.1; ▇▇▇▇ ▇▇▇▇▇▇ up to and including the thirty (30) days following the Launch Date covering all of USAA’s Primary Markets pursuant to Attachment C-1; and ▇▇▇▇▇ ▇▇▇▇▇▇▇ until two (2) years post Launch Date.  The Parties acknowledge and agree it shall not be deemed a breach of this Agreement if any of such Key Personnel are unable to assist with such Services because of poor health or death of such Key Personnel.  ZAG, at USAA’s request, shall submit work history of any Employee that it proposes to assign to perform Services at USAA premises prior to such Employee being assigned to perform such Services.  USAA may interview and otherwise evaluate any such proposed Employees and shall have the right to reject any such proposed Employee as USAA deems necessary in its reasonable discretion, acting in good faith.  USAA will notify ZAG in writing if it elects to prevent any person from performing Services pursuant to this Section 5.2.  USAA may prohibit any Employee from providing Services for failure to comply with the USAA policies as set forth in Section 5.  ZAG shall be excused for any breach of timely performance

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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as a result of USAA’s dismissal of such personnel without good cause.  Notwithstanding the above, this provision shall not limit ZAG’s rights to sever its employer/employee relationship with any of its Employees or any Employee’s right to sever their employment with the ZAG.

5.3                               Publicity.  Except as otherwise expressly provided herein, neither Party shall use the other Party’s name, logo, trademark or other symbol in advertising or publicity releases or publicly distributed materials, including, without limitation, customer lists or links to the other Party’s web site, without the other Party’s prior written consent.  Such prior written consent may only be granted by an authorized executive of the relevant Party.

5.4                               Legal Status/Regulatory Changes.  ZAG shall notify USAA, in writing, of any regulatory issues, arbitration, or litigation, pending or active, that may reasonably be expected to affect ZAG’s performance under this Agreement, as it may be amended from time to time during the Term, promptly upon learning of same, but in any event no later than thirty (30) days after ZAG becomes aware of such matters.

5.5                               Drug Testing.  ZAG will conduct a drug test on each Employee that will provide Services on USAA’s premises unescorted by USAA or access to USAA’s systems under this Agreement.  ZAG is not required to disclose the results of any test to USAA.

5.6                               Audited Financials.  Within thirty (30) days of a written request by USAA, ZAG will provide current and historic financial statements, including but not limited to, balance sheets, income statement, statement of changes to stockholder’s equity, statement of cash flow, and notes to financial statements.  The frequency of such requests shall be no more than on a quarterly basis, All such information shall be deemed ZAG’s Confidential Information.

5.7                               Risk of Loss.  Unless otherwise provided, ZAG shall bear the risk of loss of, or damage to, any Deliverables provided hereunder while in transit to USAA premises as designated.

5.8                               ZAG Hardware & Software.  ZAG will not bring any hardware or software onto USAA’s premises unless such items are reasonably necessary for ZAG to perform Services under this Agreement.  All such hardware and software will be inspected and/or scanned by USAA at USAA’s election before ZAG may use said items on USAA’s premises, and all information therein, as between ZAG and USAA, shall be deemed the ZAG’s Confidential Information.

5.9                               Insurance.  ZAG will maintain, at its expense, the following insurance during the Term: (i) Workers’ Compensation in the statutory limits required by the state of ZAG’s domicile (including other states endorsement) and Employers’ Liability with limits of $1,000,000; (ii) Commercial General Liability with minimum limits of $1,000,000 per occurrence (to include contractual liability on a blanket basis for liability assumed hereunder) and $2,000,000 in the aggregate; (iii) Automobile Liability with combined single limits of not less than $1,000,000 per accident; (iv) Excess liability insurance with minimum limits of $4,000,000 in the aggregate; and (v) Professional Liability (errors & omissions) with minimum limits of $2,000,000.

5.9.1                     Certificate.  A certificate of insurance evidencing the above must be presented and satisfactory to USAA prior to commencement of the Services.

5.9.2                     General.  ZAG agrees that it will maintain insurance to cover any indemnity obligation under Section 12.1 of this Agreement.  All policies will be primary and at ZAG’s sole expense.  ZAG shall use commercially reasonable efforts to include USAA as an additional insured on all coverage listed above with the exception of workers’ compensation and professional liability.  ZAG shall provide copies

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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of its policies following a request by USAA.  All policies will include provisions that the insurers waive the rights of recovery or subrogation against USAA.

ARTICLE 6: MAINTENANCE

6.1                               General.  Subject to the terms and conditions of this Agreement, ZAG will provide maintenance and support services for the ZAG’s Technology, Deliverables, and Custom Works as set forth in the Agreement (“Maintenance Services”) at no cost to USAA.  As part of such Maintenance Services, ZAG shall correct any malfunction, defect or nonconformity detected by USAA in the ZAG’s Technology, Deliverables, and Custom Works that prevents such ZAG’s Technology, Deliverables, and Custom Work from performing in accordance this Agreement, following notification by USAA to ZAG of the existence of same, in material accordance with the procedures and practices set forth in the Agreement, including any future amendments unless otherwise stated.  Notwithstanding the foregoing, ZAG has no obligation to correct any malfunction, defect or non-conforming to the extent caused by (i) any use of USAA Auto Program, Deliverable, Delivered Zag Technology, Custom Works and/or ZAG’s Technology by USAA materially inconsistent with this Agreement or Documentation; (ii) modification of USAA Auto Program, Deliverable, Delivered Zag Technology, Custom Works and/or ZAG’s Technology by anyone other than ZAG and its employees or subcontractors; (iii) any error that is not reproducible by ZAG after using commercially reasonable efforts; (iv) any error-directly related to technology or systems not provided by ZAG or information not contained in ZAG’s Technology; or (v) to the extent such error would not have occurred had Updates previously made available to USAA by ZAG had been implemented.

6.2                               Availability.  Unless otherwise specified, the Maintenance Services provided by ZAG shall include support for the USAA Auto Program provided via telephone (or other electronic communications approved by USAA) during ZAG’s regular business hours.  ZAG agrees that such Services shall be performed by qualified personnel who are trained and thoroughly knowledgeable with respect to the USAA Auto Program, ZAG’s Technology and ZAG IP.

6.3                               Updates and Releases.  As part of Maintenance Services, at no additional cost, ZAG shall automatically implement all revisions, updates, upgrades, modifications, corrections, releases (to include all point, minor and Major New Releases), versions, fixes, program temporary fixes, replacement products, revised Documentation and enhancements (collectively the “Updates”) to the ZAG’s Technology and Delivered ZAG Technology as soon as such Updates have been made generally commercially available to ZAG’s other customers.  Updates shall not degrade the performance, functionality or operation of the ZAG’s Technology, Deliverables, and Custom Works.                As part of Maintenance Services, ZAG agrees to give USAA any Updates to Delivered Zag Technology that have been made generally commercially available to ZAG’s other customers and for Updates to Delivered Zag Technology, give USAA all reasonable remote assistance to install same, at no additional cost to USAA.  ZAG shall not be obligated to provide Maintenance Services for any ZAG’s Technology from such date for a period of time that is the greater of either (i) more than two (2) releases behind the then current release of the ZAG’s Technology that is being offered to all of ZAG’s other customers; or (ii) more than twenty-four (24) months behind the then-current release which is being offered to all of ZAG’s other customers.  For purposes of this Agreement, an Update once incorporated into the ZAG’s Technology it shall be considered “ZAG’s Technology” for all purposes hereunder and once an Update once incorporated into the Delivered Zag Technology it shall be considered Delivered Zag Technology for all purposes hereunder.

6.4                               Successor Supplier Technology.  ZAG will provide USAA prior notice in the event ZAG makes available for general commercial release a software product or Internet based service which provides the same functionality as the Delivered Zag Technology, Zag Technology or has a software product or Internet based service that can be used as a replacement for the Delivered Zag Technology or Zag

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Technology.  Further, ZAG shall grant to USAA the rights to use the same consistent with the terms and conditions of this Agreement.

6.5                               Compatibility.  ZAG shall ensure that all modifications to ZAG’s Technology that may be required to enable the same to operate in conjunction with any new generally available releases and/or versions of the web browsers that the ZAG’s Technology is designed to operate upon within twenty-one (21) days of written notice.

6.6                               Maintenance Breach.  In the event of a Material Breach by ZAG of its Maintenance Services obligations, as described in applicable sections of Exhibits B and E, USAA may in it sole discretion elect to have ZAG provide all commercially reasonable and necessary resources (including, but not limited to, dedicated personnel) to service the problem until it is resolved or pursue whatever remedy the Parties may have mutually agreed to.

6.7                               Maintenance Termination.  Notwithstanding anything to the contrary contained herein, USAA shall have the right to terminate Maintenance Services at any time upon thirty (30) days written notice to ZAG, and upon any such termination, USAA shall receive a pro rata refund of fees paid in advance for Maintenance Services not received.

6.8                               Interference with Operations.  ZAG will coordinate all Maintenance Service activities with USAA to limit interference with USAA’s business activities.

ARTICLE 7: COMPENSATION

7.1                               Fees.  USAA will pay ZAG in accordance with the price schedule located at Exhibit A.  ZAG will provide the Services during the Term at no cost to USAA unless specifically agreed by USAA in writing or as described in this Agreement.

7.2                               Invoices.  ZAG will utilize “eSettlements” to submit all invoices.  eSettlements is a tool accessed through the Internet which allows the ZAG to submit invoices directly to USAA.  ZAG will contact USAA Accounts Payable at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ to set up eSettlements prior to the first invoice submission.  ZAG will email invoice related correspondence (statements) to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.  All invoices must:

7.2.1                     Reference the USAA Contract Control Number, Purchase Order Number and any applicable Project Addendum Number;

7.2.2                     Detailed description of the Services performed,

7.2.3                     Performance period and dates and consultant’s names (if any)

7.2.4                     Reimbursable expenses including specific categories for airfare, accommodations, transportation and meals, which must be in accordance with Exhibit C, USAA ZAG Expense Guidelines  & Requirements (which may be updated from time-to-time), with receipts for any expense over $25.00;

7.2.5                     Reference the USAA Business Representative;

7.2.6                     Include a unique invoice number; and

7.2.7                     USAA reserves the right to reject and return for correction, any invoice that (i) does not reflect the required information, (ii) is sent directly to a USAA contact instead of the address above, or

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(iii) does not conform to USAA invoicing terms as specified in this Agreement or an applicable Project Addendum.

7.3                               Payments.  All payments will be made using EFT in accordance with the attached Schedule “1” Electronic Funds Transfer Procedures.  All invoices submitted by ZAG shall be due and paid within thirty (30) days of receipt of a correct invoice, except as set forth in Section 7.6 below.

7.4                               Audit.  ZAG will maintain accurate auditable records, including, but not limited to, records, timesheets, work specifications, consulting charges, invoices, travel and living expenses, and employee expense records, which are the basis of charges for any fees, expenses or other charges to USAA (“Auditable Records”).  All records shall be maintained for a period of at least seven (7) years from the date Services are completed.  All Auditable Records that may assist in the audit process will be available for audit by USAA or its agents during normal business hours.

7.5                               Taxes.  USAA is responsible for any legally required sales and use tax on goods or services covered in this Agreement.  ZAG shall indicate on the invoice the amount of such tax and the jurisdiction to which the tax will be collected/remitted.  In the event USAA reasonably disagrees with the applicability of any invoiced taxes, USAA shall reduce the invoice by the amount of such taxes.  USAA will not be responsible for any taxes imposed on ZAG’s income nor shall USAA be responsible for any penalties or fines resulting from ZAG’s improper collection or remittance of taxes.

7.6                               Disputes.  If USAA disputes any fee, expense, or other charge, USAA and ZAG will use reasonable efforts to resolve the dispute within forty-five (45) days.  USAA will pay any undisputed amounts due; provided that ZAG submits a new invoice with a unique invoice number that reflects the undisputed amount or submits a credit memo with a unique credit memo number that reflects the amount in dispute.  ZAG will provide USAA with copies of all supporting documentation relating to the dispute within fifteen (15) days after USAA has provided written notification to ZAG.  The disputed amount (or such amount as may be ultimately determined to be correct) shall not be due until fifteen (15) days after the dispute is resolved.  Notwithstanding anything contained herein, USAA shall have no obligation to pay a disputed amount until resolution of the dispute.

7.7                               Failure to Meet Service Level Objectives.  ZAG and USAA agree that the damage resulting from ZAG’s failure to meet the Service Level Objectives may be difficult to calculate.  If ZAG fails to meet Services Level Objectives that are identified in Exhibit B, ZAG and USAA agree that, as liquidated damages for such failure, USAA shall be entitled to receive, with respect to each such failure, a performance credit for such services as set forth in Exhibit B.

7.8                               No-Minimum Purchase.  Except as otherwise expressly stated in this Agreement, this Agreement does not require USAA to make a request for or purchase any minimum amount of any product or services, nor does it require ZAG to provide any of the same.

7.9                               Fees.  The Parties acknowledge and agree that ZAG shall be entitled to retain any and all revenues and fees earned by it in connection with the USAA Auto Program and ZAG’s Web Site, without any duty to remit any revenues of fees or portions there of to USAA.  ZAG shall, however, identify the amount, source and collection methods for all such revenues and fees, including changes to such during the Term.

ARTICLE 8: TERM OF AGREEMENT

8.1                               Term.  This Agreement will commence on the Effective Date and will terminate on the anniversary date five (5) years there after (the “Term”).

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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8.2                               Option Periods.  This Agreement contains three (3) separate twelve (12) month renewal periods (“Option Periods”).  USAA may renew the term of this Agreement with the same terms, conditions, and pricing by three (3) twelve (12) month periods by providing a written notice to ZAG one hundred-twenty (120) days prior to the expiration of the Term, or the end of any Option Period.  Upon such renewal by USAA of such Option Period, such Option Period shall be included in the “Term.”

ARTICLE 9: TERMINATION

9.1                               Termination for Cause.  Each Party may terminate this Agreement or any Project Addendum subject to the provisions of this Article 9:

9.1.1                     Immediately for the other Party’s Material Breach;

9.1.2                     Immediately upon notice in the event that the other Party seeks the protection of any bankruptcy court or makes an assignment for the benefit of creditors;

9.1.3                     Upon Change of Control after one-hundred twenty (120) days from the effective date of the Change of Control if the controlling Entity/successor Entity resulting from the Change of Control is a credit union, financial services entity regulated by NASD or OTS, bank, insurance company or an Entity organized outside of the United States and USAA determines in its sole reasonable discretion that the controlling Entity/successor Entity resulting from the Change of Control has an adverse business interest to USAA, at which time USAA may terminate this Agreement with seven (7) days advance written notice;

9.1.4                     Immediately for a Material Breach of Article 10;

9.1.5                     Upon a Material Breach of a Critical Level I SLO as defined in Exhibit B;

9.1.5.1  With regard to Item 8 only of Exhibit B, the total cure period for a breach thereof shall be ninety (90) days from the end of the relevant Measurement Period (as Measurement Period is defined in Exhibit B).

9.1.6                     Pursuant to the terms of Section 16.1.3.

9.1.7                     Should the employment of one of the Key Personnel terminate prior to the fulfillment of their obligations under Section 5.2 and ZAG fails to provide a replacement reasonably acceptable to USAA within thirty (30) days of such termination, provided however that upon ZAG’s introduction to USAA of the proposed replacement, USAA shall be deemed to have approved such replacement if USAA has not rejected the replacement in writing within five (5) days to of such introduction.

9.1.8                     Pursuant to the terms of Section 17.13.

9.1.9                     Immediately for convenience at ZAG’s option if USAA does not provide Acceptance Test notices as prescribed in Section 3.14.

9.1.10              Immediately by either Party if the Acceptance Test Plan is not established within fifteen (15) business days of the Effective Date.

9.1.11              Pursuant to the terms of Section 3.14.2.

9.1.12              Pursuant to the terms of DP 402.2 set forth in Exhibit C.

9.1.13              Pursuant to the terms of Section 12.4.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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9.2                               Termination for Convenience.  USAA may terminate this Agreement without regard to breach, cause, reason or default upon ninety (90) days advance written notice to SUPPLIER (“T4C”).  Provided further:

9.2.1                     USAA may not exercise its T4C until ninety (90) days post Launch Date;

9.2.2                     Upon exercise of its T4C, USAA shall pay Supplier the following fees (“Termination Fees”): (i) One Million Dollars ($1,000,000.00) for the exercise of T4C during the first year of the Term, (ii) Seven Hundred Fifty Thousand Dollars ($750,000.00) for the exercise T4C during the second year of the Term, (iii) Five Hundred Thousand Dollars ($500,000.00) for the exercise of T4C during the third year of the Term, (iv) Two hundred Fifty Thousand Dollars ($250,000.00) for the exercise of T4C during the fourth year of the Term, and (v) there shall be no Termination Fee for USAA’s T4C during the fifth year of the Term;

9.2.3                     Upon exercise of T4C, USAA may not offer USAA Members an internally designed, developed or controlled functionality materially equivalent to the USAA Auto Program that utilizes a dealer network as is in production at the time of the T4C, for the lesser of eighteen (18) months or the remainder of the Term.  Nevertheless, this restriction shall in no way prevent USAA from designing, developing or in way offering an e-Funding program/ functionality or USAA Auto Program functionality that does not utilize a dealer network.

9.2.4                     Upon exercise of its T4C, USAA may not utilize a third party to offer USAA Members functionality materially equivalent to the USAA Auto Program that utilizes a dealer network as is in production at the time of the T4C for the lesser of eighteen (18) months or the remainder of the Term.  The restriction set forth in this Section 9.2.4 shall only be effective for the period eighteen (18) months after Launch Date regardless of when the T4C is exercised.  Nevertheless, this restriction shall in no way prevent USAA from working with a third party to offer an e-Funding program/functionality or USAA Auto Program functionality that does not utilize a dealer network

9.3                               Termination Assistance.  Upon termination or expiration of this Agreement for any reason (other than USAA’s Material Breach or T4C), and at the request of USAA, and in consideration of the fees described below; ZAG shall provide USAA, or to cause USAA to be provided with, the Termination Assistance Services during the Termination Assistance Period.  ZAG shall continue to charge USAA the prices in effect as of the date of the termination of the Agreement for the ZAG’s Technology and Services offered during the Termination Assistance Period that were offered prior to the termination or expiration of this Agreement.  For the same Services, and if new services are requested, USAA shall pay ZAG’s then-current rate as described in Exhibit A, or if the ZAG’s Teclmology or Services are not then currently being otherwise offered, USAA shall be charged an amount not greater than the current published rates or such other fees as are agreed to by the Parties in accordance with Exhibit A “Pricing.” ZAG shall not be required to share any of ZAG’s Confidential Information, including processes or the like with any other service provider.

9.4                               Survival.  The provisions of this Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of the Agreement shall continue as valid and enforceable obligations of the Parties notwithstanding any such termination, cancellation, completion or expiration.  Without limiting the effect of the foregoing, the obligations relating to warranty disclaimers (Section 14.8), confidentiality (Article 10), ownership (Sections 3.10, 3.11 and 3.12), indemnification (Article 12), publicity (Section 5.3), termination for convenience (Section 9.2) and limitation of liabilities (Article 13) will survive any expiration or termination of this Agreement.  Notwithstanding anything to the contrary herein, all licenses granted pursuant to this Agreement, including without limitation the Escrow, will cease and terminate upon expiration or termination of the Agreement.

9.5                               Separate Enforcement of Amendments and Project Addendum.  ZAG acknowledges that each Amendment or Project Addendum executed by a USAA Affiliate incorporating some or all of the terms

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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of this Agreement constitutes a separate agreement of the Parties thereto.  Breach or termination of any such Amendment or Project Addendum will only be a breach or termination of that particular Amendment or Project Addendum (unless otherwise specifically provided in any such Amendment or Project Addendum).  However, in the event of a Material Breach of any Amendment or Project Addendum executed hereunder, which breach is not cured as provided therein, the Parties shall have the option of terminating any other Amendment or Project Addendum executed between the Parties where the value of such Amendment or Project Addendum either Party has been materially and adversely impacted or diminished by such Material Breach.

9.6                               Waiver of Breach.  To the extent that the non-breaching Party fails to identify its right of termination pursuant to this Agreement within thirty (30) days of its notice of the situation which gives rise to such termination right under this Article 9, then such breach shall be considered waived.

ARTICLE 10: CONFIDENTIAL INFORMATION

10.1                        Information.  The Recipient may be given Access to the Disclosing Party’s Confidential Information and it hereby agrees that during the Term of this Agreement and any renewal thereof and for an additional three (3) years thereafter it shall at all times maintain the confidentiality of the Confidential Information, as further set forth is this Section 10.

10.2                        Disclosure and Use.  The Recipient will protect the Disclosing Party’s Confidential Information from any unauthorized use, disclosure, copying, dissemination, publication or distribution to the same extent it would protect its own Confidential Information of same or similar nature, but by no means less than a reasonable degree of care.  The Recipient will only use the Confidential Information as directly necessary to perform its obligations under this Agreement and will not disclose any Confidential Information, in full or in part, to any third parties except to those persons and employees that have signed a confidentiality agreement consistent with the terms of this Agreement who have a direct need to know the same in order to accomplish its duties under this Agreement or utilize the ZAG’s Technology subject to the terms and conditions of this Agreement.  The Recipient will apprise said persons of the confidentiality obligations and ensure that they comply with the terms of this Agreement.  The Recipient shall not make any copies of Confidential Information except as expressly permitted under this Agreement or previously approved in writing by the Disclosing Party, and shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.  Furthermore, the Recipient shall not reverse engineer, disassemble or decompile any prototypes, software, or other tangible objects which embody company’s Confidential Information and which are provided to the receiving Party hereunder.  The Recipient will promptly notify the Disclosing Party immediately of any misuse of or unauthorized access to Confidential Information of which it becomes aware and will cooperate in remedying such situation promptly.  The Recipient may disclose Confidential Information if required to be disclosed by a court order or decree of governmental body with jurisdiction there over; provided that prior to disclosing any Confidential Information of the Disclosing Party under court order or decree of governmental body with jurisdiction there over, the Recipient shall provide the Disclosing Party reasonable notice and the opportunity to object to or limit such disclosure, or public disclosure, as well as limit the disclosure only to such amount of Confidential Information absolutely necessary to comply with the legal requirements.

10.2.1              This Agreement does not transfer any title or interest in the Confidential Information of the Disclosing Party.  Nothing herein shall be deemed a transfer of title or ownership of Confidential Information of the Disclosing Party.

10.2.2              The Recipient will comply with any and all applicable laws relating to the use, disclosure, copying, dissemination and distribution of any Confidential Information (including, but not limited to,

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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any and all laws relating to proprietary rights or the export of any technical data included in such Confidential Information).

10.2.3              Upon the request of the Disclosing Party, all Confidential Information will be returned to the Disclosing Party or any and all copies of Confidential Information will be destroyed immediately.  Upon request of the Disclosing Party, Recipient will provide a written affidavit certifying that all Confidential Information has been returned and all copies thereof destroyed in compliance with this Section 10.2.3.

10.2.4              Recipient will not alter, remove or obliterate markings (if any) on Confidential Information indicating its ownership, proprietary or confidential nature.

10.3                        Exclusions.  Confidential Information will not include information which can be established as:

10.3.1              Is or becomes available to the general public through no fault of the Recipient;

10.3.2              Is developed by the Recipient without use or access to Confidential Information of the Disclosing Party; or

10.3.3              Is rightfully received by the Recipient from a third party through no breach of confidentiality obligation from a third party without a duty of confidentiality.

10.4                        Data Security.  With respect to Customer Data only, ZAG as the Recipient will safeguard the Confidential Information in accordance with the attached Exhibit D.

10.5                        Equitable Relief.  The Disclosing Party may suffer irreparable harm in the event that the Recipient fails to comply with the terms of this Agreement.  Monetary damages may be inadequate to compensate for such breach.  Accordingly, in addition to any other remedies available to it at law or in equity, the Disclosing Party shall be entitled to injunctive relief to enforce the terms of this Agreement without the requirement of having to post bond.

10.6                        Additional Restrictions on Customer Data.

10.6.1              ZAG agrees that, except as USAA shall agree otherwise in writing;

10.6.1.1  ZAG shall not and shall not permit its subcontractors to transfer Customer Data outside of the United States, and

10.6.1.2  All Services involving Access to Customer Data, shall take place within the United States.

10.6.2              ZAG shall impose the same restrictions on its Providers and shall remain fully responsible for Providers’ compliance with such restrictions.

10.6.3              Each quarter, upon USAA’s request, ZAG shall email to ▇▇▇▇_▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ a quarterly report on the format attached as Schedule 2, by the 15th of the month following the end of each calendar quarter, identifying:

10.6.3.1  The locations (i.e. city, state and country) where any Customer Data resides or is stored by ZAG;

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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10.6.1.2  The locations (i.e. city, state and country) where any individual has been granted Access to Customer Data by ZAG; and

10.6.1.3  The number of individuals that have Access to Customer Data at each location.

10.7                        Global Privacy.  As applicable, each Party shall comply with the applicable obligations under Title V of the U.S. ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, 15 U.S.C. § 6801 et seq., and the rules and regulations issued there under regarding to “personal information” as such term is defined therein and as such obligations relate to their rights and obligations under this Agreement.

ARTICLE 11: SOFTWARE ESCROW

11.1                        Escrow Obligations.  As of the Launch Date, USAA and ZAG will enter into a source code escrow agreement in the same form as attached hereto as Exhibit I (“Escrow Agreement”) and which provides for Iron Mountain to escrow the source code for the ZAG’s Technology that ZAG has the obligation to provide during the Term of this Agreement (the “Deposit Materials”).  USAA shall be responsible for the payment of all fees required to be paid to Iron Mountain Escrow Services to establish and maintain the escrow created under the Escrow Agreement.  All Deposit Materials shall be the Confidential Information of ZAG.

11.2                        Release Condition.  The Escrow Agreement shall provide that the Escrow Agent shall release the Deposit Materials to USAA pursuant to Section 4.1(b) of the Escrow Agreement, provided that ZAG fails to cure such condition within thirty (30) days of written notice of the occurrence thereof from USAA, and Sections 4.1(c), (d) and (e) of the Escrow Agreement (each a “Release Condition”).

11.3                        Source Code License.  Upon the release to USAA of any source code in accordance with the provisions of this Agreement and the Escrow Agreement, ZAG shall be deemed to have granted to USAA a non-exclusive, royalty-free license during the Term to use the Deposit Materials in order to maintain and support the ZAG’s Technology for the sole purpose of operating a USAA Auto Program consistent with the licenses, terms and conditions of this Agreement.  In the event that a Release Condition no longer exists and ZAG fully and completely assumes any and all obligations under this Agreement (i.e., ZAG’s bankruptcy petition is dismissed), this license of Article 11 shall automatically terminate, USAA shall cease using the Deposit Materials and promptly return them to ZAG.  The Escrow Agreement and all of the rights and obligations of the Parties under this Article 11 shall be terminated, and the Deposit Materials returned to ZAG, if, prior to the occurrence of a Release Condition, this Agreement and/or any applicable Project Addendums are terminated for any reason, including: (i) Material Breach by USAA; (ii) USAA becoming subject to a Bankruptcy Event; or (iii) expiration of the Agreement.

11.4                        Modifications to Source Code.  USAA may use and combine Deposit Materials with other programs and/or material to form an updated work, create additional computer programs that operate in combination with the ZAG’s Technology for the sole purpose of operating a USAA Auto Program, or USAA may pay ZAG or a third party (provided that such third party has agreed to confidentiality provisions consistent with those contained in this Agreement) to provide modifications or additional computer programs that operate in combination with the ZAG’s Technology, but only to the extent necessary for the sole purpose of operating a USAA Auto Program.

11.5                        Intentionally Left Blank.

11.6                        Renewal of Escrow Agreement.  USAA shall provide ZAG with thirty (30) days written notice prior to the expiration or earlier termination of the Escrow Agreement.  ZAG shall enter into a new escrow agreement that shall be subject to the same release conditions set forth above and USAA’s prior

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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written approval within said thirty (30) day period.  USAA shall be responsible for all fees required to be paid to Iron Mountain to enter into new escrow agreements.

ARTICLE 12: INDEMNITY

12.1                        INDEMNITY.  SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, EACH PARTY (“INDEMNIFYING PARTY”) SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, ITS DIVISIONS, SUCCESSORS AND ASSIGNS, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS AND AGENTS (THE “INDEMNIFIED PARTY”) FROM AND AGAINST ANY ALLEGATION, LAWSUIT, CLAIM, LOSS, LIABILITIES, EXPENSES, DAMAGES, SUITS, CLAIMS AND ANY OTHER OUT-OF-POCKET COSTS (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES), THAT SUCH INDEMNIFIED PARTY MAY INCUR OR BE LIABLE FOR UNDER ANY THIRD PARTY CLAIM BASED UPON OR ARISING OUT OF (I) A BREACH OF THIS AGREEMENT BY THE INDEMNIFYING PARTY; OR (II) CLAIM FOR BODILY OR PERSONAL INJURY OR DEATH OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY.  FURTHER ZAG SHALL DEFEND, INDEMNIFY AND HOLD USAA HARMLESS FROM CLAIMS FOR ANY TAXES, WAGES OR BENEFITS, BROUGHT BY ANY OF ZAG’S EMPLOYEES OR OTHER PERSONS FOR WHOM ZAG IS RESPONSIBLE.

12.2                        Intellectual Property Indemnity.  Subject to the terms and conditions of this Agreement, each Indemnifying Party also hereby agrees to defend and/or settle any third-party claims, actions, suit or proceeding alleging that: (1) the Delivered Zag Technology, ZAG’s Technology or other materials furnished by ZAG under this Agreement (where ZAG is the Indemnifying Party), or (2) USAA Trade Dress or other materials provided by USAA (where USAA is the Indemnifying Party); infringe, misappropriate or violate the copyrights, trade secrets, trademarks and/or U.S. Patents of a third party.  The Indemnifying Party shall indemnify the Indemnified Party from and against any and all final judgments or amounts that are paid in a settlement approved by the Indemnifying Party.

12.3                        Exclusions.  The Indemnifying Party shall not be liable to the Indemnified Party to the extent that any claim results proximately from the negligence or willful misconduct of the Indemnified Party.  Notwithstanding anything to the contrary herein, ZAG shall have no obligation to indemnify, defend or hold USAA harmless in the event: (1) such claims, actions, suits or proceedings relate to Custom Works, provided ZAG was (a) not aware of, nor reasonably should have been aware of (provided ZAG shall not have a duty of inquiry), the third party rights giving rise to such alleged infringement, or (b) not intentionally infringing upon the Intellectual Property rights of a third party in development of the Custom Work; (2) USAA uses ZAG’s Technology and/or USAA Auto Program in a manner materially inconsistent with this Agreement or Documentation; (3) the claim arises from use of the ZAG’s Technology and/or USAA Auto Program in connection with technology or systems not provided by ZAG; (4) such claims, actions, suits or proceedings allege patent infringement related to modifications changes or additions to the ZAG’s Technology and ZAG did not know or have reason to know (without a duty of inquiry) that such modification change or addition infringed such third party patent; or (5) USAA’s failure to promptly cease use of the ZAG’s Technology and/or USAA Auto Program following the provision of Updates or corrections by ZAG.  In the event any claims, suits, or proceedings is based partially on an indemnified claim and partially on a non-indemnified claim, or is based partially on a claim indemnified by one Party and partially on a claim indemnified by the other Party, liability under this Section 12.3 in connection with such claims, suit, or proceedings are to be apportioned accordingly.

12.4                        Infringement Remedy.  In the event that Delivered Zag Technology, ZAG’s Technology and/or USAA Auto Program, or any portion thereof: (a) is infringing on the Intellectual Property right of any third party, (b) the use of such Delivered Zag Technology, ZAG’s Technology and/or USAA Auto

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Program is enjoined, or (c) any settlement is reached that would materially affect the use of the USAA Auto Program, ZAG’s Technology or —Delivered Zag Technology ZAG shall, at its sole option and expense: (i) obtain the right to continue to use the respective ZAG’s Technology and/or USAA Auto Program; or (ii) replace the ZAG’s Technology and/or USAA Auto Program with equally suitable, non-infringing ZAG’s software or deliverable of equivalent functionality and efficiency pursuant to this Agreement; or (iii) refund the applicable fee(s) and the pro-rata portion of any prepaid Services fees to USAA.  In the event that ZAG selects (iii), then USAA shall have the right to immediately terminate the Agreement, in whole or in part, as well as any other Project Addendum(s) affected by such termination.  BOTH PARTIES AGREE THAT THE FOREGOING STATES THE ENTIRE LIABILITY OF EACH INDEMNIFYING PARTY AND THE EXCLUSIVE REMEDY FOR EACH INDEMNIFIED PARTY RELATING TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY OF A THIRD PARTY RELATED TO THIS AGREEMENT.

12.5                        Conduct of Defense.  The Indemnifying Party’s obligation to indemnify the Indemnified Party shall be contingent on the Indemnified Party providing to the Indemnifying Party prompt written notice of such a claim or suit and sole right to conduct and control the defense of any such claims, actions, suits or proceedings and all negotiations for its settlement or compromise unless otherwise mutually agreed to in writing between the Parties hereto.  Neither Party shall bind the other Party in settlement, except as to payment of money damages, without the other Party’s prior written consent, which may not be unreasonably withheld.

12.6                        Notice.  Each Party agrees to give the other Party a prompt notice of any written threat, warning, or notice of any such claim or action, and copies of all papers served upon or received by such Party relating to the same.  Each Party agrees to provide reasonable assistance to the other Party (at such other Party’s expense) regarding the defense of such claim or action.

ARTICLE 13: LIMITATION OF LIABILITY

13.1                        Liability Limitation and Exclusions.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR NEGLIGENCE OR OTHER ACTIONS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, REVENUE, OR PROFITS, DELIVERABLES, INABILITY TO USE THE SERVICES, DOCUMENTATION, DATA OR GOODWILL), EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT SUCH DAMAGES: (i) ARE INCLUDED IN AN AWARD AGAINST AN INDEMNIFIED PARTY RESULTING FROM A THIRD PARTY CLAIM INDEMNIFIABLE UNDER ARTICLE 12; (ii) RESULT FROM A BREACH OF CONFIDENTIALITY; (iii) FOR PERSONAL INJURY, DEATH, OR DAMAGE TO PROPERTY; (iv) ARISE FROM AN UNAUTHORIZED DISCLOSURE OR MISUSE OF CUSTOMER DATA; (v) ARE RELATED TO OR ARISE FROM GROSS NEGLIGENCE OR WILLFUL OR INTENTIONAL MISCONDUCT.  EXCEPT FOR CLAIMS RELATING TO 13.1 (i), (ii), (iii), (iv) or (v), THE PARTIES LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE SHALL NOT EXCEED $5,000,000.00 (FIVE MILLION DOLLARS).

13.2                        Personal Liability Exclusion.  No liability shall attain in favor of either Party as against any
officer, director, USAA Member, agent or employee of the other Party.  Without limiting the foregoing, both Parties agree that this Agreement is solely an obligation of ZAG and USAA and that no personal liability shall attach to any officer, director, USAA Member, employee, or agent of either Party.  In the event a Party obtains any type of judgment, liability or decree under this Agreement, such Party will look

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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solely to the assets of the other Party for satisfaction of this Agreement.

13.3                        Reliance.  Each Party hereby acknowledges that the other Party has entered into this Agreement relying on the limitations of liability stated herein and that those liabilities are an essential basis of bargain between the Parties.  The Parties further agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose.

ARTICLE 14: WARRANTIES

14.1                        Service Warranties.  ZAG represents and warrants that the Services (as well all Deliverables provided) will: (i) be fully performed by qualified workers, experienced in performing the type of work specified on the Project Addendum who possess the necessary technical skill and are knowledgeable in the design, function and use of the ZAG’s Technology (as applicable); (ii) be performed in a diligent, high quality, professional manner; (iii) materially conform to the provisions of the Agreement and the applicable Project Addendum; and (iv) possess, or shall use commercially reasonable means to obtain, as necessary, the professional, technical and administrative resources necessary to perform the Services.  To the best of ZAG’s knowledge and ability: (i) as of the Effective Date, the ZAG’s Technology and Services and (ii) as of the date of delivery by ZAG, the Delivered Zag Technology, Deliverables and Custom Works; do not infringe the Intellectual Property right of a third party.

14.2                        General Warranties.  Each Party warrants and represents to the other that during the Term: (i) it has all power and authority necessary to enter into this Agreement and to perform fully and completely its obligations under this Agreement; (ii) it will comply in all respects with all laws, judgments and other directions or orders imposed by any governmental authority to which its activities under this Agreement are subject, including without limitation state and federal laws regulating loans and sales finance, broker and automobile dealer activities, and the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act as determined by a court of competent jurisdiction or regulatory body that is not subject to appeal; and (iii) its performance under this Agreement shall not violate or conflict with any of its agreements with third parties.

14.3                        No Viruses, Trap Doors or Disabling Device.  ZAG warrants and represents that it shall not intentionally incorporate into the ZAG’s Technology, Custom Works, Delivered Zag Technology, Deliverables or other materials furnished to USAA hereunder and shall take commercially reasonable steps to ensure that the ZAG’s Technology, Deliverables or materials furnished to USAA hereunder are free of: (i) any instructions, devices or techniques that can, or are designed to, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, alter, inhibit or shut down the USAA Auto Program and/or USAA’s processing environment (hereinafter “Virus”); or (ii) any instructions or code intended by ZAG to allow access to USAA’s computing systems without USAA’s knowledge (“Trap Doors”).  ZAG shall also notify USAA immediately if it identifies any elements of the ZAG’s Technology, Custom Works, Delivered Zag Technology, Deliverables or materials furnished that would make such ZAG’s Technology, Deliverables or materials furnished susceptible to known viruses or viruses ZAG comes to know of.  ZAG represents and warrants that it will not bring any hardware or software onto USAA’s premises unless such items are necessary or useful in ZAG’s good faith judgment for ZAG to perform Services under this Agreement.

14.4                        System Security.  ZAG warrants and represents that during the Term: (i) in case that any such activity might become necessary and shall be agreed on by the Parties in future, all ZAG connectivity to USAA computing systems and/or networks and all attempts at same shall be only through USAA’s security gateways/firewalls and only through USAA approved security procedures; (ii) it will not access, and shall use commercially reasonable effort to not permit unauthorized persons or Entities to Access USAA computing systems and/or networks without USAA’s express written authorization, and any such

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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actual or attempted Access shall be consistent with any such authorization; and (iii) it will use Virus detection/scanning program consistent with industry standards, prior to any attempt to access any of USAA’s computing systems and/or networks, and upon detecting a Virus, all attempts to access USAA’s computing systems and/or networks shall immediately cease and shall not resume until any such Virus has been eliminated.  ZAG shall notify USAA immediately if it has a reason to suspect or believe or becomes aware of the existence of any Viruses or Trap Doors in the ZAG’s Technology, Deliverables or materials furnished to USAA hereunder.

14.5                        Personnel Security and Compliance Requirements.  ZAG represents and warrants, in accordance with Exhibit D that it shall not assign any Employee with (i) a Conviction to provide Services and/or access USAA Member information or (ii) a failed drug test required under this Agreement.  If either Party becomes aware of a Conviction or a failed drug test of an Employee subject to the requirements thereof, it shall promptly send a written notice to the other Party and such Employee shall be immediately removed from USAA premises and restricted from performing Services for USAA, as applicable.

14.6                        Information Provided by ZAG.  ZAG warrants and represents that all information provided by ZAG to USAA in connection with USAA’s consideration of ZAG’s Technology and Services provided under this Agreement (including, without limitation, REP Responses, or RFI Responses) is to the knowledge of ZAG true and accurate as of the date of such submission.  ZAG will upon knowledge of any material inaccuracy with respect thereto, provide notice thereof to USAA.

14.7                        No Improper Payments.  ZAG warrants and represents that no employee, agent or representative of USAA has been offered, shall be offered, has received, or shall receive, directly or indirectly, any benefit, fee, commission, dividend, gift, or consideration of any kind from ZAG in connection with this Agreement.  ZAG will not, at any time, offer or accept gratuities, merchandise, cash, services or other inducements to/from the employees, agents or representatives of USAA and ZAG’s subcontractors in connection with this Agreement.  Violation of this Section 14.7 shall be grounds for termination of this Agreement.

14.8                        No Implied Warranties.  EXCEPT AS EXPRESSLY PROVIDED AND SET FORTH IN THIS AGREEMENT, ZAG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, NON-INFRINGEMENT, RELIABILITY OR EFFECTIVENESS OF ANY ZAG’S TECHNOLOGY, DELIVERED ZAG TECHNOLOGY, USAA AUTO PROGRAM, DELIVERABLES, DOCUMENTATION, ZAG IP AND/OR OTHER MATERIALS PROVIDED HEREUNDER.  WITHOUT LIMITING THE FOREGOING, ZAG DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT AS EXPRESSLY PROVIDED AND SET FORTH IN THIS AGREEMENT, ZAG DOES NOT WARRANT THAT ZAG’S TECHNOLOGY, DELIVRABLES, DOCUMENTATION, USAA AUTO PROGRAM, AND/OR OTHER MATERIAL PROVIDED HEREUNDER WILL BE UNINTERRUPTED OR VIRUS FREE OR ERROR-FREE.

14.9                        ZAG’s Web Site.  ZAG represents and warrants that the USAA Auto Program will: (i) operate in accordance with the required performance as well as with Project Addendum relating thereto; (ii) does not contain direct links from ZAG which navigate to sites/pages which (a) promote, encourage, or endorse discrimination on the basis of race, color, national origin, age, marital status, sex, political affiliations, religion, disability, or other legally protected characteristic, (b) contain material or messages that are racially, culturally, or sexually explicit; and (c) send unsolicited emails or newsletters without permission to anyone using the USAA Auto Program (i.e. employees, customers, USAA Members, etc.).

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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14.10                 ZAG Warranties.  ZAG warrants, represents and covenants to USAA that during the Term: (i) ZAG’s Technology, Delivered Zag Technology, Custom Works or other materials furnished hereunder shall be free from material defects in design, materials and workmanship; (ii) ZAG’s Technology, Zag Delivered Technology, Custom Works or other materials furnished hereunder shall perform in accordance with ZAG’s Documentation applicable to it and such other descriptions and specifications set forth hereunder and any Project Addendum; (iii) the Documentation provided by ZAG will fully and accurately describe the Zag Delivered Technology and Custom Works provided as well as fully and accurately describe and identify: (a) the use, specifications, capability, functionality and operation of thereof; (b) the computer equipment or programs that are required to support the use of thereof, and (c) the functions of the thereof; (iv) it is and will remain in compliance with the statutes, rules and Regulations that are issued, promulgated and or enforced by OFAC; and (v) ZAG’s performance under this Agreement shall not violate any third party agreements of ZAG.

ARTICLE 15: DISPUTE ESCALATION

15.1                        Dispute Escalation Procedure.  Without impairing a Party’s rights to terminate this Agreement as provided herein, this provision shall govern any dispute between USAA and ZAG arising from or related to the subject matter of this Agreement that is not resolved by agreement between their respective personnel responsible for day-to-day administration and performance of this Agreement.  Prior to the filing of any suit with respect to such a dispute (other than a suit seeking injunctive relief with respect to Intellectual Property rights), the Party believing itself aggrieved (the “Invoking Party”) will call for progressive management involvement in the dispute negotiation by giving written notice to the other Party.  Such a notice will be without prejudice to the Invoking Party’s right to any other remedy at law, in equity or as permitted by this Agreement.  USAA and ZAG will use their best efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between their negotiators at the following successive management levels, each of which will have a period of allotted time as specified below in which to attempt to resolve the dispute:

15.2                        Timing.  The allotted time for the first-level negotiators will begin on the date of the Invoking Party’s notice.  If a resolution is not achieved by the negotiators at any given management level at the end of their allotted time, then the allotted time for the negotiators at the next management level, if any, will begin immediately.  If negotiators at the final management level do not achieve a resolution within their allotted time, then either Party may commence litigation.

ARTICLE 16: BACKGROUND INVESTIGATIONS

16.1                        Background Investigation.

16.1.1              General.  ZAG agrees that it will cause to be completed a thorough background check on any Employees who will have access to Customer Data or will have access to USAA information technology systems prior to any Services being performed by such Employee.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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16.1.2              Background Check Requirement.  Background checks will at a minimum include an investigation for, and review of, any Convictions and any deferred adjudications with respect to any Convictions, as allowed by law.  The background checks must take place in the county or comparable political subdivision of the applicable jurisdiction in which such Employee has resided and currently resides and/or has been, or is currently employed (collectively “Counties”).  Said background check must be performed no more than three years prior to an Employee providing services for USAA and at a minimum cover the period seven years prior to said check.  USAA also requires a recurring background check for such Employees on a thirty-six (36) month interval.

16.1.3              Certification.  Prior to commencement of the Services under this Agreement or any Addendum hereto and upon request anytime thereafter, ZAG shall provide written certification to USAA upon USAA’s written request that the above described background checks have been completed and that no Convictions were found for any Employee which access Customer Data, directly interact with USAA Members or that will have direct access to USAA computing systems (“Designated Employees”), that each such Designated Employee is bondable and that all Designated Employee’s names and social security numbers match.  Said certifications shall be executed by an officer of ZAG and shall have all information required therein completed.  These certifications are attached hereto as Exhibit “Hi” (for Access to USAA Information Technology Systems) and Exhibit “H.2” (for Access to USAA Member or Employee Data).  If it is discovered, by ZAG, that a Designated Employee has a Conviction then ZAG shall, upon receipt of said information, remove such Employee from assignment with USAA, and such individual shall not be reassigned to USAA without the prior written consent of USAA.  USAA reserves the right to prevent any Designated Employee from providing any further services for USAA or from coining on USAA’s premises who is objectionable to USAA by written notice to ZAG.  If ZAG fails to remove such Designated Employee within forty-eight (48) hours of receiving the notice, as provided in the preceding sentence, then USAA may terminate this Agreement immediately upon Notice to ZAG.

16.1.4              Proof of Employment Eligibility.  ZAG warrants that all Employees’ names and social security numbers match and that all Employees hired after the Effective Date are United States citizens or they have one of the documents currently accepted by the U.S. Citizenship and Immigration Services “USCIS” and its predecessors as proof of employment eligibility, as shown on USCIS website’s instructions for Form I-9 (▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇).  For Employees hired prior to the date of this Agreement, ZAG warrants that all Employees are United States citizens or they provided proof of employment eligibility documents accepted by the USCIS or its predecessors at the time of said Employee’s hire.  Any Employee whose proof of employment eligibility documents (such as temporary work visas issued by USCIS, Bureau of Citizenship and Immigration Service or Immigration and Naturalization Service) expire while said Employee is providing services, must have their I-9 form re-verified according to USCIS requirements.

16.1.5              Audit Rights.  During the Term, USAA reserves the right to audit ZAG’s background checks, at its own expense, by conducting its own reasonable background checks to assure that ZAG is in compliance with the above background investigation requirements and to confirm that such ZAG’s Employees meet USAA standards for assignments as non-USAA workers.  ZAG shall cooperate with USAA in its audit and provide, to the extent permitted under applicable law and privacy policies, along with the above described certification the Employee’s name, birth date, address (mailing and home if different) social security number, citizenship and obtain Employees’ execution of all consents and any other documents necessary to perform an effective background check in accordance with the requirements of this Agreement.  If USAA discovers that an Employee has a Conviction or that other requirements of Article 16 are not being complied with then USAA may, but is not obligated to, provide written notice to ZAG of the same.  If ZAG does not remove such Employee from providing any Services to USAA or having access to any Customer Data or computing systems or comply with such requirements no later

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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than twenty-four (24) hours after receiving such notice, then ZAG shall be in Material Breach and USAA may exercise it’s rights pursuant to Section 9.1.1.

ARTICLE 17: GENERAL PROVISIONS

17.1                        Entire Agreement.  This Agreement constitutes the entire understanding and agreement between the Parties with respect to the transactions contemplated herein and supersedes any and all prior or contemporaneous oral or written communications or agreements with respect to the subject matter hereof.  No usage of trade, or other regular practice or method of dealing between the Parties hereto or others, will be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement.  Any information exchanged by the Parties pursuant to a non-disclosure agreement between such Parties, shall be deemed Confidential Information hereunder and all terms of any such non-disclosure agreement (s) are hereby superseded in their entirety.  The Amendment and Project Addendum(s) executed during the Term are an integral part of the Agreement.  To the extent that there are any conflicts between the terms and conditions in an Amendment or Project Addendum and those contained in the Agreement, (unless explicitly stated to the contrary in the Agreement) the terms and conditions set forth in the Agreement shall control.  If any document issued by ZAG accompanies any ZAG’s Technology, Deliverable, Custom Work, Delivered Zag Technology or Services delivered in accordance with the terms of this Agreement, includes any reference that is inconsistent with the provisions of this Agreement, such references shall be null and void despite no objection being stated by USAA, unless specifically agreed to by the Parties in writing pursuant to Section 17.2.

17.2                        Modification of Agreement.  Neither this Agreement nor any Amendments or Project Addendum may be modified or amended except by a written document which is executed by an authorized representative of USAA Procurement and ZAG.  Should either Party desire a modification to the terms of the Agreement, an Amendment or Project Addendum, the following will occur: (i) the initiating Party will document the request in writing; (ii) authorized officer of ZAG and USAA Procurement identified, will negotiate the impact of the requested change(s); (iii) if the Parties agree to the change, the terms of the change will be documented in a written amendment or Project Addendum to the Agreement; and (iv) the modification(s) will take effect upon signature of the Amendment by ZAG and USAA Procurement.

17.3                        Severability.  Each provision of this Agreement is severable.  If any court with jurisdiction over the Parties and the subject matter determines that any provision(s) of this Agreement is invalid or unenforceable, such provision(s) shall be deemed stricken, and the remainder of the Agreement shall continue in full force and effect insofar as the Agreement remains a workable instrument to accomplish the intent and purposes of the Parties.  If practicable, the Parties will promptly replace the severed provision(s) by a mutually acceptable valid, legal, and enforceable provision that reflects the intentions of the Parties underlying the severed provision(s), provided that a failure to find such an acceptable substitute shall not affect the applicability of the first sentence of this Section 17.3.

17.4                        Exclusivity.  During the Term, USAA shall exclusively utilize ZAG’s Technology and Services hereunder to accomplish providing an automobile shopping, purchasing, leasing and/or financing services to USAA Members in connection with the Internet (“ZAG Exclusivity”); provided, however, USAA shall have no such obligation to utilize the ZAG’s Technology and Services hereunder: (1) in those Market Areas (as defined in Exhibit C) as set forth in Exhibit C/Attachment C-2 where ZAG does not offer the USAA Auto Program or has not provided the Dealer Network or (2) in connection with automobile dealerships for the purpose of filling a current “Zag Dealership Coverage Failure” as defined in Exhibit C.  Except as expressly set forth in this Agreement and applicable protections for ZAG IP, ZAG Technology and ZAG Confidential Information; nothing in this Agreement shall restrict USAA’s abilities to develop a product, service or other offering to provide automobile shopping, purchasing, leasing and/or financing solutions to USAA Members in connection with the Internet.  However, USAA may not directly or

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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through a third party develop, manage or maintain a competing dealer network during the Term.  USAA shall be entitled to assist USAA Members and provide services relevant to the purchasing of an automobile with the use of such means as requested by a USAA Member and agreed to by USAA provided that USAA (i) uses commercially reasonable efforts to meet such USAA Member’s request through the USAA Auto Program, and (ii) in the event it is not reasonably able to use the USAA Auto Program, it may meet such USAA Member’s request through the use of a call center service that is not operated by a third party who is in the business of providing automobile buying or researching services.  Except for the ZAG Exclusivity, nothing herein shall restrict USAA’s right to contract with any third party to provide products and/or services similar to or identical to the ZAG’s Technology, products and/or Services provided under this Agreement.  Furthermore, there is no requirement that any minimum level of business or fees be provided to ZAG by USAA unless otherwise provided in this Agreement.  ZAG agrees that it shall not provide the ZAG’s Technology or functionality equivalent thereto or functionality enabled thereby directly or indirectly to USAA Competitors during the Term of this Agreement through itself or any Affiliate.

17.5                        Independent Contractor.  The Parties agree that each is performing its obligations hereunder as an independent contractor.  Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute ZAG (including any Employees; agents or representatives of ZAG) an employee or legal representative of USAA.  ZAG, in performance of Services provided hereunder, is acting as an independent contractor.  Employees who are located or perform Services at USAA facilities shall remain employees of ZAG and ZAG shall have sole responsibility for such Employees, ZAG shall pay any and all assessments and employment taxes in connection with the Services and Employees.  Employees shall not be eligible for or participate in any way with USAA benefit plans.  Employees supplied by ZAG hereunder are not USAA’s employees or agents, and ZAG assumes full responsibility for Employees’ acts.  ZAG shall be solely responsible for the payment of compensation of ZAG’s Employees assigned to perform Services hereunder, and such Employees shall be informed that they are not entitled to the provision of any USAA employee benefits.  USAA shall not be responsible for payment of worker’s compensation, disability benefits, unemployment insurance and for withholding income taxes and social security for any ZAG personnel or Employees; such responsibility shall be that of ZAG.

17.6                        No Partnership.  Nothing in this Agreement shall be deemed to create any partnership, joint venture, association, or syndicate among or between the Parties, nor to confer on ZAG any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) USAA.  ZAG shall have no authority to act for or on behalf of USAA or to represent USAA in any transaction, except to the extent such authority is expressly granted in this Agreement, or otherwise in writing, by USAA to ZAG.  Any action taken by ZAG that is not permitted by the provisions of this Agreement or otherwise by USAA shall not bind USAA or create any claim against the assets of USAA.

17.7                        Non-Assignment.  Subject to Section 2.1 of this Agreement, ZAG shall be permitted to subcontract, team, contract out or otherwise assign its obligations to perform any Services (including Maintenance Services), either in whole or part, under this Agreement to any third party without the prior written consent of USAA.  Except as expressly provided herein, neither Party may assign, sell, transfer, convey, or encumber this Agreement, any interest herein, or any rights granted hereunder, nor assign or delegate or subcontract for the performance of any obligations herein, without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, subject to Article 9, either Party may assign this Agreement in connection with a reincorporation, merger or sale of all or substantially all or substantially all of its assets.  Any attempt to assign in violation of this Section 17.7 will be deemed null and void.  In the event of a permitted assignment, the assignor/delegator shall remain

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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responsible for and bound by this Agreement along with the assignee/delegate as may be evidenced be an executed performance guarantee.

17.8                        Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.  USAA and ZAG agree to submit to the jurisdiction of, and agree that venue is proper in, the applicable state or federal court within the jurisdiction of the non-moving party.  Provided further, if the Uniform Computer Information Transactions Act (UCITA) or any substantially similar law is enacted, said statute will not govern any aspect of this Agreement or any license granted hereunder, and instead the law as it existed prior to such enactment will govern.

17.9                        Non-Waiver.  The waiver by either Party of any breach or default by the other Party under any of the terms of this Agreement will not be deemed to be a waiver of any subsequent breach or default under the same or any other term of this Agreement.  Likewise, neither the failure nor any delay on the part of either Party to exercise any right, power or privilege herein or under any Project Addendum to this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  No waiver of any provision in this Agreement or in any of the other Project Addendum and no departure by either Party therefrom shall be effective unless the same shall be in writing and signed by the other Party, and then shall be effective only in the specific instance and for the purpose for which given and to the extent specified in such writing.  No waiver of any breach of, or default under, any provision of this Agreement shall be deemed a waiver of any other provision, subsequent breach or default of this Agreement.

17.10                 No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the Parties hereto and nothing herein, express or implied, shall give or be construed to give any rights hereunder to any other person, including without limitation, any subcontractors, sub-suppliers, or anyone designated as a reseller.  Neither this Agreement nor the Parties hereto intend to confer a third party beneficiary right of action upon any person or Entity whatsoever, and nothing in this Agreement will be construed so as to confer upon any person or Entity, other than the Parties hereto, a right of action either under this Agreement, or otherwise, in any manner whatsoever.

17.11                 Notices.  Under this Agreement and/or any Amendments or Project Addendum, if one Party is required to give notice to the other, such notices shall be deemed given when (1) provided by facsimile followed by a reputable “next day” courier service with package tracking ability such as Fed Ex, UPS, DHL, etc.), (2) personally delivered or (3) three (3) business days after being mailed by U.S. certified mail, first class, postage prepaid (or by reputable courier service with package tracking ability, such as Fed Ex, UPS, DHL, etc.), and in each case addressed as follows (or to such other address for notice as a Party may subsequently notify the other in accordance with the provisions of this Section):

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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17.12                 Rules of Construction.  The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  As used in this Agreement, unless otherwise provided to the contrary:

17.12.1       All references to days, months, quarters or years shall be deemed references to calendar days, months, quarters or years;

17.12.2       Any reference to Section, Article, Amendment, Project Addendum, Attachment, Exhibit or Schedule shall mean the entire section, article, attachment, exhibit or schedule of this Agreement;

17.12.3       The words hereof, herein and hereunder and words of similar import referring to this Agreement, refer to this Agreement as a whole and not to any particular provision;

17.12.4       Despite the possibility that one Party may have prepared the initial draft of this Agreement or played the greater role in the physical preparation of subsequent drafts, the Parties agree that neither of them shall be deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favor of one Party on the ground that such provision was drafted by the other; and

17.12.5       The terms of this Agreement have been established by mutual negotiation and shall be deemed to have been mutually drafted.

17.13                 Force Majeure.  Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of either Party will be considered a breach of this Agreement if the Party has exercised reasonable disaster recovery procedures (as applicable) and such default, delay or failure to perform is shown to be due to causes beyond reasonable control of the Party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, criminal acts of third parties or default of a common carrier provided such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented.  A Party seeking to excuse its performance under this Agreement pursuant to this Section shall provide notice to the other Party, and shall perform its obligations under this Agreement as soon as reasonably possible under the circumstances.  If, at the end of the thirty (30) day period beginning from notice hereunder, a Party remains unable to perform its obligation hereunder, the other Party may cancel this Agreement upon fourteen (14) days written notice.

17.14                 No Obligation.  ZAG shall be free of any obligation set forth in this Agreement, a Project Addendum or any Exhibits hereto in any jurisdiction to the extent such obligation requires ZAG to take action that would cause it to be in non-compliance of any law or regulation in such jurisdiction and ZAG shall not be considered in breach of any such obligation, provided that ZAG has informed USAA of such compliance issue in sufficient detail to adequately identify the issue with supporting opinion of counsel.

[Signature Page Follows]

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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IN WITNESS WHEREOF, the authorized representatives of the Parties hereby bind the Parties to this ZAG SERVICES & MAINTENANCE AGREEMENT by signing below:

(Exhibits to follow separately)

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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AMENDMENT #1 TO ZAG SERVICES & MAINTENANCE
AGREEMENT

THIS AMENDMENT, entered as of September 22, 2008, modifies the ZAG SERVICES & MAINTENANCE AGREEMENT (the “Agreement”) executed on February 13, 2007, USAA Contract Control Number 1017633, by and between ▇▇▇.▇▇▇, INC. (“ZAG”) and UNITED SERVICES AUTOMOBILE ASSOCIATION (‘USAA’’). All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement

WHEREAS, under the Agreement, among other services, ZAG provides, hosts, and operates the USAA Auto Program for USAA Members which includes an associated Dealer Program;

WHEREAS, in connection with the USAA Auto Program and as approved by USAA., ZAG began placing, at no cost to USAA, outbound calls (“Call Back Calls”) in April 2008 to USAA Members who request to be contacted by Dealers, so as to ensure such members understand the next steps in USAA’s car buying process while they await contact from a Dealer;

WHEREAS, ZAG now desires to use, at no cost to USAA, a third-party provider to place Call Back Calls and such use of a provider requires pre-approval by USAA;

WHEREAS, ZAG receives valuable consideration for Cell Back Calls in the form of marketing data trending insights, and increased sales revenue;

WHEREAS, the Parties desire to make such changes to the Agreement and associated exhibits set forth herein.

NOW THEREFORE, the Parties agree as follows:

1.                                      Exhibit C, Functional Requirements, Dealer Program, Section 6. Dealer Program Call Center is hereby amended to add the Call Back Call requirements as stated within Attachment A to this Amendment.

2.                                      Within Exhibit C Requirements Glossary, the definition for Call Center Rep is hereby deleted and replaced with “SUPPLIER’s employee, or an employee of SUPPLIER’S Designated Contractor / Provider, that handles calls contemplated under this Agreement.”

3.                                      The following Section 2.1.1 is hereby added immediately following the end of Section 2.1:

2.1.1 Designated Contractor Approval.  A listing of all USAA conditionally-approved Designated Contractors is contained within Exhibit I. Final approval for ZAG to utilize any listed Designated Contractor to provide Services is contingent upon USAA’s issuance of a “Security Site Evaluation Approval Certificate”. USAA will issue a Security Site Evaluation Approval Certificate upon USAA’s sole determination that a Designated Contractor has successfully completed a USAA security site evaluation for the Designated Contractor’s location(s) listed within Exhibit I. ZAG shall assist, as may be requested by USAA, in arranging such evaluations. Designated Contractors who have been added to the Conditionally Approved Designated Contractors list who are further endorsed for use by USAA through the issuance of a Security Site Evaluation Approval Certificate shall be considered approved Designated Contractors.

4.                                      The attached Exhibit I - Conditionally Approved Designated Contractors is hereby added to the Agreement.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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5.                                      This Amendment may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which, when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and may be executed by facsimile signature.

6.                                      Except as provided herein, the Agreement remains unchanged and in full force and effect.

IN WITNESS WHEREOF, this Amendment has been duly executed by authorized representatives of the Parties hereto.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Attachment A - Call Back Call Requirements

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Exhibit I

Conditionally Approved Designated Contractors

1.                                      Conditionally Approved Designated Contractor List

In accordance with Section 2.1.1 of the Agreement, the following Designated Contractors are approved by USAA upon USAA’s issuance to ZAG of a Designated Contractor Certification:

A. ICT Group, Inc.

Services Provided. Croup, Inc. will place Call Back Calls to USAA Members on behalf of ZAG in compliance with the provisions within this Agreement, as amended.

Data. ZAG will provide ICT Group, Inc. with Customer Data consisting of USAA Member name, email, phone number and address, only for those USAA Members who have requested to be contacted by a Dealer.

Location: ICT Group, Inc. will utilize only approved locations located within the United States, and only at the following addresses;

2.                                      Usage of Designated Contractors

Subject to Section 2.1.1 of the Agreement, as well as to ZAG’s complete compliance with all applicable provisions within the Agreement pertaining to the use of subcontractors / Providers to include but not be limited to Section 10.6.2 and Article 16, the listed Designated Contractors are permitted to serve as Designated Contractors solely for:

No other entities are permitted as Designated Contractors per Section 2.1 of the Agreement.

ZAG shall pass down to the listed Designated Contactors all applicable terms and conditions of the Agreement that should apply to a Designated Contractor performing outbound call center operations as described by this Amendment.

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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USAA Contract Control Number 1017633-002

AMENDMENT NUMBER 2 TO THE MASTER SERVICES & MAINTENANCE AGREEMENT

THIS AMENDMENT NUMBER 2 TO THE MASTER SERVICES & MAINTENANCE AGREEMENT (“Amendment 2”) (which shall include by reference all Project Addendums, Exhibits and other mutually agreed upon documents attached hereto or adopted by reference) is entered as of May 12, 2009 (“Amendment 2 Effective Date”) by and between UNITED SERVICES AUTOMOBILE ASSOCIATION, a reciprocal interinsurance exchange, with offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (“USAA”) and ▇▇▇.▇▇▇ INC., a corporation with offices located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“ZAG” or “SUPPLIER”).  SUPPLIER and USAA are each referred to in the alternative as a “Party” and both collectively as the “Parties.”

WHEREAS, the Parties have previously entered into a MASTER SERVICES & MAINTENANCE AGREEMENT on or about February 13, 2007 (USAA Contract Control Number 1017633-000) which was subsequently amended on September 22, 2008 (collectively, the “Agreement”);

WHEREAS, the Parties now intend to further amend the Agreement as set forth herein; and

WHEREAS, in consideration for USAA’s agreement to enter into this Amendment 2, ZAG has agreed to issue to USAA a Warrant to Purchase Shares of Common Stock in substantially the form set forth in Exhibit 2 to this Amendment 2 (the “WARRANT”) upon the terms and conditions set forth below.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby agreed, the Parties agree as follows:

1.                                      Section 8.1 of the Agreement is stricken in its entirety and replaced with the following:

8.1                               Term. This Agreement will commence on the Effective Date and will terminate on the anniversary date in 2016 (the “Term”).

2.                                      Section 8.2 of the Agreement is stricken in its entirety and replaced with the following:

8.2                               Option Periods. This Agreement contains two (2) separate twenty-four (24) month renewal periods (“Option Periods”). USAA may renew the term of this Agreement with the same terms, conditions, and pricing by providing written notice to ZAG one hundred-twenty (120) days prior to the expiration of the Term, or the end of any Option Period. Upon such renewal by USAA of such Option Period, such Option Period shall be included in the “Term.”

3.                                      The text of Section 9.2 of the Agreement, Termination for Convenience, is stricken in its entirety and replaced with the following text: “Intentionally Left Blank”.

4.                                      A new Section 2.6 is added at the end of Article 2 as follows:

USAA Confidential

[***]                   Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2.6                               Continuity of Services.  Throughout the Term, ZAG will continue to provide Services to USAA including, but not limited to, those set forth in the Agreement as well as Amendment 1 and Exhibits C, E and F to the Agreement and all applicable Project Addenda. Without limiting the effect of the foregoing and unless otherwise agreed to by USAA in writing, should ZAG provide the services as identified in Exhibit 1 to this Amendment 2 (the “Additional Services”) to USAA at anytime during the Term, then Zag will continue to provide such Services to USAA throughout the Term unless as provided in this Section 2.6. For clarification, should ZAG cease to provide any Services or Additional Services which USAA is receiving from ZAG, USAA will continue to receive such applicable Services and/or Additional Services throughout the Term from ZAG, unless as determined by USAA in its reasonable discretion (x) such discontinuation of Services or Additional Services is directly due to the actions/inaction of third parties outside of the reasonable control of ZAG and such third party resources/contingencies can not commercially reasonably be replaced by ZAG or another third party without any additional unreasonable cost or resources for ZAG, or (y) the Additional Services have a reasonably negative impact on the USAA Auto Program. Additionally, ZAG shall have the right to terminate any Additional Services in its sole reasonable discretion during an initial trial period, the length of which shall be determined by USAA in its reasonable discretion and set forth in a written instrument to be provided to ZAG prior to ZAG’s provision of such Additional Service to USAA.

5.                                      Issuance of Warrant.  The Parties acknowledge and agree that, as good and valid consideration for USAA’s agreement to enter into this Amendment 2, ZAG shall issue to USAA the Warrant on the first date, if any, that the product of (x) the number of Sales (as defined below) since the inception of the Agreement (including, for the avoidance of doubt, the initial 1,000 Sales, if any, in any calendar month) multiplied by (y) $50.00 equals or exceeds $3,000,000.00.  The Parties agree that the number of Sales from the inception of the Agreement through September 30, 2008 is 20,828. “SALES” shall mean all sales pursuant to the Agreement that are not contested by the dealer or invalidated. For clarification, USAA’s forbearance of a Revenue Multiplier for the 0 to 1500 Sales Bracket (as such terms are defined in the Warrant) is in consideration for the modifications and customizations that Zag regularly performs for USAA on a monthly basis and that USAA shall continue to receive for the Term in the ordinary course under the terms of the Agreement.

6.                                      Defined Terms.  Capitalized or defined terms utilized in this Amendment 2 not otherwise defined herein, shall have the meaning ascribed to them in the Agreement.

7.                                      Conflict.  In the event of any conflict between this Amendment 2 and the Agreement (including previous Amendments), this Amendment 2 shall control.

8.                                      Entire Agreement.  This Amendment 2 along with the Agreement constitute the entire understanding and agreement between the Parties with respect to the matters contemplated herein and supersede any and all prior, contemporaneous, oral or written communications or agreements with respect to the subject matter hereof. Except as explicitly set

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forth in this Amendment 2, the Agreement remains In full force and effect and otherwise unmodified.

9.                                      This Amendment 2 may be executed in one or more counterparts and by the different Parties hereto In separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and may be executed by facsimile signature.

IN WITNESS WHEREOF, the authorized representatives of the Parties hereby bind the Parties as of the Amendment 2 Effective Date to this AMENDMENT NUMBER 2 TO THE MASTER SERVICES & MAINTENANCE AGREEMENT by signing below:

[Exhibit Follows]

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EXHIBIT 1

Services

This Exhibit 1 is adopted by and incorporated into to the AMENDMENT NUMBER 2 TO THE MASTER SERVICES & MAINTENANCE AGREEMENT according to the terms and conditions of the Amendment 2 and the Agreement.

1.0                               Services.

a.              “USAA Financing / Insurance Integration”

Integration of USAA’s auto insurance products within the USAA Auto Program enabling USAA Users to obtain USAA auto insurance during the vehicle pricing and selection process.  Such integration includes the following:

i.                  “Total Cost of Vehicle Ownership”

Capabilities which enable USAA Users to research and understand the estimated costs of owning a selected vehicle over time. Such cost estimates include cost factors such as routine maintenance, fuel consumption, repairs, financing and insurance for various time periods of ownership.

ii.               “Concierge Service(s)”

Processes and capabilities which improve the USAA User experience by streamlining the vehicle purchase process and reducing/minimizing USAA User interaction required with Dealers.

b.              “OEM USAA Pricing”

Provides Original Equipment Manufacturer (OEM) discounted pricing within the USAA Auto Program for USAA Users, with such pricing as negotiated by the Parties jointly with vehicle manufacturers.

c.               “CARFAX Integration”

Integration of USAA’s CARFAX vehicle history research capabilities into the USAA Auto Program via an anticipated two-phase initiative as follows:

i.                  Phase 1 - integration of an existing USAA CARFAX link;

ii.               Phase 2 - implementation of USAA customizations to the Phase 1 integration.

d.              “Member to Member Vehicle Sales Process”

Enables and facilitates USAA Member-to-USAA Member vehicle sales within the USAA Auto Program.

e.               “Trade-In Guaranteed Pricing”

Provides guaranteed Trade-In Values within the USAA Auto Program using bids obtained from Dealers which are based on USAA User-provided information

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concerning vehicle specifications, options and condition. Such USAA User-provided information shall be pre-populated with existing vehicle information; as such information is available to ZAG.

f.                “Enhanced Research Options (e.g. Vehicle Types/Categories)”

Enhances the vehicle research/sort capabilities of the USAA Auto Program to include the capability for researching vehicles by type/category (e.g. luxury, hybrid, SUV, convertible, pickup, etc.).

g.               “Integration of USAA Extended Warranty Options/Offering”

Integration of USAA’s extended warranty options/offerings within the USAA Auto Program.

h.              “‘True Car’ Pricing”

Provides ‘True Car’ pricing capabilities so as to provide actual vehicle sale price data to USAA Users, which such data pertaining specifically to relevant geographic area(s).

i.                  “After Market Add-Ons”

Provides the capability for USAA Users to price and select after market “add-ons” (e.g. pin striping, running boards, etc.) within the USAA Auto Program as a part of, and during, the vehicle pricing and selection process.

j.                 “Repossessed Vehicle Sales”

Facilitates and enables sales of USAA-repossessed vehicles within the Dealer Network.

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AMENDMENT #4 TO THE MASTER SERVICES &
MAINTENANCE AGREEMENT

THIS AMENDMENT, entered as of June 25, 2010, modifies the ZAG SERVICES & MAINTENANCE AGREEMENT (the “Agreement”) (which shall include by reference all Project Addendums, Exhibits and other mutually agreed upon documents attached hereto or adopted by reference), executed on February 13, 2007, USAA Contract Control Number 1017633, by and between ▇▇▇.▇▇▇, INC, (“ZAG”) and UNITED SERVICES AUTOMOBILE ASSOCIATION (“USAA”). All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement. ZAG and USAA are each referred to in the alternative as a “Party” and both collectively as the “Parties.”

WHEREAS, the Parties have previously entered into a MASTER SERVICES & MAINTENANCE AGREEMENT;

WHEREAS, under the Agreement, among other services, ZAG provides, hosts, and operates the USAA Auto Program for USAA Members which includes an associated Dealer Program;

WHEREAS, the Parties now intend to further amend the Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby agreed, the Parties agree as follows:

1.             Exhibit 1 of Amendment #2, is hereby amended to add the following:

k.     “USAA Preferred”

Implement the USAA Preferred badge, modified badge and legal description on vehicles, yet-to-be-named by USAA.  Receive and implement USAA Preferred vehicles in automated fashion.  Once launched, USAA Preferred will be piloted for ninety (90) days, after which the Parties may agree in writing (email acceptable) to extend the duration of the USAA Preferred Additional Service for a mutually agreed upon duration. In a manner mutually agreed upon by the Parties, Zag will incorporate the elements of the USAA Preferred feature on the Car Buying Service home page and update verbiage in the related messaging that is presented to Members.

1.     “Average Member Price (AMP)”

Identification and display of AMP for new vehicles on public side. For Members who do not have an existing USAA auto insurance policy (“Non-Insurance Members”), Zag will display an AMP as part of or replacing the current insurance price range.  This was launched on April 21, 2010 and was piloted for 28 days. The display of AMP was removed from production on May 26, 2010 and will be re-

USAA CONFIDENTIAL

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launched into production on June 9, 2010. Any changes after June 9, 2010 will be agreed upon by both Parties in writing (email acceptable).

m.          “Mobile” Integration for  auto dealer search on phone and add functionality for dealers, pricing, insurance, pre-approvals and auto loans,

n.     “Mobile Services Used Vehicles”

Mobile service interfaces for retrieving used vehicle information based on a submitted VIN. Such used vehicle information may include a Carfax report, bluebook values and Zag comparable inventory with Zag Dealer locations and images of used vehicles.

o.     “Mobile Services for Vehicle Options”

Provide service interface to allow USAA Members to select option packages with rules for inclusion that match existing website rules.

p.     “Public Side Car Buying Service”

Integration of the Car Buying Service on ▇▇▇▇.▇▇▇ available to both Members and non-Members but not allowing certain functionality on the ▇▇▇▇.▇▇▇ website that is available solely to Members.

q.     “Enterprise Physical Object”

Functionality developed by USAA that allows a Member to save and retrieve all USAA products such Members have purchased and sections of the ▇▇▇▇.▇▇▇ website they have interacted with. With respect to the Car Buying Service, such functionality includes the ability to retrieve data, save a configured vehicle, submit a lead, and save information related to a vehicle purchased by the Member through the Car Buying Service.

r.      “Aggregate Research”

Integration of vehicle information originating from third parties as agreed to by USAA.

s.     “USAA Quick Quote”

Functionality allowing Members to determine approximate insurance cost for a specific vehicle. In connection with the Insurance Estimate, USAA will ask a subset of its standard insurance quote questions to deliver a non-binding quote to the Member. Links to the ‘Quick Quote’ will be available from the Car Buying site. Location of these links are to be mutually agreed upon by both Parties in writing (email acceptable).

t.      “Checklist and Action Plan”

A description of the car buying process using the Car Buying Service presented in the form of a checklist, the content and display of which shall be mutually agreed upon by the Parties.

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u.     “Management and Capture of Leads”

Integration to obtain leads from third party vendors such as Honk and ▇▇▇▇▇▇ Blue Book and internal USAA traffic that is in-market for car buying, auto loans, and insurance. Such information will be utilized to support the open market strategy with the purpose of cross-selling other products to existing Members.

v.     “3rd Party Gadget Infrastructure”

Infrastructure to support displaying USAA gadget on third party sites as well as display third party gadgets on ▇▇▇▇.▇▇▇ including the Car Buying Service.

w.    “Business Process History”

Functionality allowing for actions taken by Members interacting with the Car Buying Service to be captured by Zag and shared with USAA in order for USAA to model Member behavior for upcoming life events.

x.     “Advanced Search Capabilities and Redesign”

Develop a method that allows Members to identify, narrow, and compare available research material on multiple vehicles based on:

1.              Selecting multiple vehicle attributes such as fuel economy, price, type, brand etc. (attributes to be mutually agreed upon by the Parties)

2.              Selecting vehicle priorities and needs of the Member (e.g., importance of safety, importance of cost, importance of quality, etc. to be mutually agreed upon by the Parties.

Redesign the public and private Car Buying Service to optimize page flow, UI design, navigation, and placement of USAA products/services. The design should also be able to easily incorporate aggregated research.

y.     “Auto Loan Rate Enhancements”

For pre-approved members, display the lowest auto loan rate and longest term for our pre-approved members that shop online.

z.                           ZAG-provided widget that could be integrated into the USAA web site to allow Members to link directly to the Car Buying Service vehicle model selector or used vehicle search, thereby bypassing the homepage of the Car Buying Service.

2.             Additional Services. Notwithstanding Section 2.6 of the Agreement (Continuity of Services), the Parties agree that all terms relating to the provision of Additional Services including without limitation any applicable trial period and termination rights with respect thereto shall be set forth in an addendum to the Agreement signed by the Parties.

3.             Defined Terms. Capitalized or defined terms utilized in this Amendment #4 not otherwise defined herein, shall have the meaning ascribed to them in the Agreement.

4,             Conflict. In the event of any conflict between this Amendment #4 and the Agreement (including previous Amendments), this Amendment #4 shall control.

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5.             Entire Agreement. This Amendment #4 along with the Agreement constitute the entire understanding and agreement between the Parties with respect to the matters contemplated herein and supersede any and all prior, contemporaneous, oral or written communications or agreements with respect to the subject matter hereof. Except as explicitly set forth in this Amendment #4, the Agreement remains in full force and effect and otherwise unmodified.

[Signature page to follow]

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IN WITNESS WHEREOF, this Amendment #4 has been duly executed by authorized representatives of the Parties hereto.

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AMENDMENT #5 TO THE MASTER SERVICES & MAINTENANCE AGREEMENT

THIS AMENDMENT #5 to the Master Services & Maintenance Agreement (the “Amendment”), entered as of October 26, 2010 (the “Amendment Effective Date”), modifies the ZAG SERVICES & MAINTENANCE AGREEMENT (the “Agreement”) (which shall include by reference all Project Addendums, Exhibits and other mutually agreed upon documents attached hereto or adopted by reference), executed on February 13, 2007, USAA Contract Control Number 1017633, by and between ▇▇▇.▇▇▇ INC. (“ZAG”) and UNITED SERVICES AUTOMOBILE ASSOCIATION (“USAA”).  All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement. ZAG and USAA are each referred to in the alternative as a “Party” and both collectively as the “Parties.”

WHEREAS, the Parties have previously entered into a MASTER SERVICES & MAINTENANCE AGREEMENT;

WHEREAS, under the Agreement, among other services, ZAG provides, hosts, and operates the USAA Auto Program for USAA Members which includes an associated Dealer Program;

WHEREAS, the Parties now intend to further amend the Agreement to remove [***] from the definition of “USAA Competitor” and to permit and require ZAG to use the USAA Trade Dress in connection with the [***] (defined below).

NOW THEREFORE, for receipt of good and valuable consideration, the receipt of which is acknowledged by both Parties, the Parties agree as follows:

1.                                      Trademark License. USAA hereby grants to ZAG a limited, non-exclusive license to use the USAA Trade Dress in connection with the [***], provided that ZAG shall provide USAA with a copy detailing the use, design, context, target market, jurisdiction and media of the Trade Dress (each such copy, a “Standard Copy”) for approval which shall not be unreasonably delayed or withheld.  Upon USAA’s approval of a Standard Copy, ZAG may continue to use such Standard Copy without further USAA approval in accordance with the terms of this Amendment provided there is not a change in the use, design, context, target market, jurisdiction and media of such Standard Copy. USAA reserves the right to modify the USAA Trade dress and, upon reasonable notice, ZAG agrees to modify its use of the USAA Trade Dress to conform the such changes. All right, title and interest in and to the USAA Trade Dress shall remain with USAA.  Following the Amendment Effective Date, Zag and [***] will enter into an agreement (the [***] Agreement) pursuant to which ZAG will operate a car buying service that is substantially similar to the USAA Auto Program (the [***]). Notwithstanding the foregoing, the Standard Copy shall not include the Trade Dress of any person other than [***], ZAG and USAA.

2.                                      Branding. ZAG agrees that the [***] will always incorporate USAA Trade Dress as approved in writing by USAA in the name of the [***] unless otherwise directed by USAA. Further, ZAG agrees that the [***] website shall always include space on the front page of such website for USAA advertisements that link back to USAA’s website.

USAA Confidential

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3.                                      USAA Competitor. The Parties agree to delete Section 1.36 of the Agreement in its entirety and replace it With the following:

“USAA Competitors” means [***].

4.                                      Conflict. For purposes of this Amendment, in the event of any conflict between this Amendment and the Agreement (including previous Amendments), this Amendment shall control.

5.                                      Entire Agreement. This Amendment along with the Agreement constitute the entire understanding and agreement between the Parties with respect to the matters contemplated herein and supersede any and all prior, contemporaneous, oral or written communications or agreements with respect to the subject matter hereof. Except as explicitly set forth in this Amendment, the Agreement remains in full force and effect and otherwise unmodified.

6.                                      No Other Changes.  Except as provided herein, the Agreement remains unchanged and in full force and effect.

7.                                      Counterparts. This Amendment may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and may be executed by facsimile or electronic .pdf signature.

IN WITNESS WHEREOF, this Amendment has been duly executed by authorized representatives of the Parties hereto.

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AMENDMENT #7 TO ZAG SERVICES & MAINTENANCE AGREEMENT

This AMENDMENT #7 TO ZAG SERVICES & MAINTENANCE AGREEMENT (“Amendment #7”), is effective as of June 1, 2011 (“Amendment Effective Date”), modifies the ZAG SERVICES & MAINTENANCE AGREEMENT (“Agreement”), executed on February 13, 2007, USAA Contract Control Number 1017633, by and between ▇▇▇.▇▇▇, Inc. whose name has been changed effective November 23, 2010 to TrueCar, Inc. and hereafter referred to as (“TrueCar”) and UNITED SERVICES AUTOMOBILE ASSOCIATION (“USAA”).  All capitalized terms not otherwise defined in this Amendment #7 shall have the meanings ascribed to them in the Agreement.

WHEREAS, under the Agreement, among other services, TrueCar provides, hosts, and operates the USAA Auto Program for USAA Members; and

WHEREAS, the Parties desire for USAA to promote to Members who are eligible for USAA’s property and casualty insurance products the Chrysler (“Chrysler”) incentive program (“Chrysler Program”), whereby such Members are provided with incentives in connection with the purchase of a Chrysler vehicle.

NOW THEREFORE, the Parties agree as follows:

1.                                      Chrysler Incentive Program. Beginning on this Amendment’s Effective Date and continuing unless terminated in accordance with Section 3 of this Amendment #7 (the “Chrysler Promotion Period”), USAA shall coordinate with TrueCar to market the Chrysler Program on the USAA Auto Program website. As compensation for such marketing efforts, and beginning on this Amendment’s Effective Date, TrueCar shall pay USAA in accordance with Attachment A for vehicles sold through the USAA Auto Program as a result of the Chrysler Program, as evidenced by TrueCar and/or Chrysler, and where TrueCar collects an incentive fee for such sale from Chrysler (“Incentive Sale”). The USAA Member information provided by TrueCar to Chrysler shall only be used for purposes of verifying and validating USAA Membership and TrueCar shall not permit Chrysler to contact, solicit or otherwise interact with any USAA Member for any other purpose using such information. The use of USAA Member information for the Chrysler Program by TrueCar and Dealers shall be subject to the terms and conditions of the Agreement. Unless stated otherwise in an amendment to the Agreement, all payments by TrueCar to USAA pursuant to this Amendment #7 shall be made on a monthly basis beginning on August 15, 2011 and continuing regularly thereafter but in no event more than thirty (30) days from the date TrueCar collects its fees from Chrysler.

2.                                      Chrysler Program Additional Terms. The Chrysler Program shall be promoted as mentioned above by USAA. TrueCar is providing the Chrysler Program to USAA “as is” and makes no representations or warranties with regard to the Chrysler Program. TrueCar shall not be responsible for Chrysler’s compliance with the terms and conditions of the Agreement or those Chrysler acts or omissions in the Chrysler Program. Without limiting the effect of the foregoing and subject to the foregoing, TrueCar shall remain responsible for its obligations and responsibilities under the Agreement relevant to the USAA Auto Program.

3.                                      Termination. Either Party may terminate this Amendment #7 with thirty (30) days advance written notice to the other Party. For the avoidance of doubt, the Agreement may not be terminated for any condition arising out of the services or other offers made available in connection with the Chrysler Program.

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4.                                      Counterparts. This Amendment #7 may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and may be executed by facsimile or electronic .pdf signature.

5.                                      Conflicts.  In the event of any conflict between this Amendment #7 and the Agreement (including previous Amendments), this Amendment #7 shall control.

6.                                      Entire Agreement. This Amendment #7 along with the Agreement constitute the entire understanding and agreement between the Parties with respect to the subject matters herein and supersedes any and all prior, contemporaneous, oral or written communications or agreements with respect to the subject matter hereof. Except as explicitly set forth in this Amendment #7, the Agreement remains in full force and effect and otherwise unmodified.

IN WITNESS WHEREOF, this AMENDMENT #7 TO ZAG SERVICES & MAINTENANCE AGREEMENT has been duly executed by authorized representatives of the Parties hereto.

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ATTACHMENT A

COMPENSATION SCHEDULE

For each incremental incentive Member sale above the base number below, TrueCar will pay as follows:

1 to 1,000 per month:            [***]

1,001 to 1,600 per month:  [***]

1,601+ per month:                             [***]

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AMENDMENT #9 TO ZAG SERVICES & MAINTENANCE AGREEMENT

This Amendment #9 to the Zag Services & Maintenance Agreement (“Amendment #9”), is effective as of March 13, 2012 (“Amendment #9 Effective Date”), modifies the Zag Services & Maintenance Agreement (“Agreement”), executed on February 13, 2007, by and between TrueCar, Inc. (formerly ▇▇▇.▇▇▇ Inc.) (“TrueCar”) and UNITED SERVICES AUTOMOBILE ASSOCIATION (“USAA”). All capitalized terms not otherwise defined in this Amendment #9 shall have the meanings ascribed to them in the Agreement.

WHEREAS, under the Agreement, among other services TrueCar provides, hosts, and operates the USAA Auto Program for USAA Members; and

WHEREAS, the Parties desire for TrueCar to promote to Members, who are eligible for USAA’s property and casualty insurance products, the BMW of North America, LLC (“BMW”) incentive program (“BMW Program”), whereby such Members are provided with incentives in connection with the purchase of a BMW vehicle.

NOW THEREFORE, the Parties agree as follows:

1.                                      BMW Incentive Program.  Beginning on the Amendment #9 Effective Date and continuing during the Term (defined below), USAA shall coordinate with TrueCar to market the BMW Program on the USAA Auto Program website to Members. The incentives to be offered in connection with the BMW Program are set forth in Exhibit B, attached hereto (“Incentives”).  USAA may provide TrueCar with prior written notice of any changes to the Incentives (“Incentive Change’ Notice”), and TrueCar shall implement such changes within a reasonable time following TrueCar’s receipt of such Incentive Change Notice.  The Incentives are in addition to any other incentives offered by BMW.  USAA shall pay TrueCar [***] for the marketing of each vehicle sold by dealers that is subject to the BMW Program, as evidenced by BMW, and where USAA collects an incentive fee for such sale from BMW (“Incentive Sale”). Unless stated otherwise in an amendment to the Agreement, all payments by USAA to TrueCar pursuant to this Amendment #9 shall be made on a quarterly basis beginning sixty (60) days following the date the BMW Program is first made available to Members on the USAA Auto Program website and continuing regularly thereafter but in no event more than thirty (30) days from the date USAA collects the fees from BMW.

2.                                      BMW Program Additional Terms.  In order to enable TrueCar implement the BMW Program on the USAA Auto Program website, USAA shall provide TrueCar with the information, images, and materials set forth on Exhibit A, attached hereto (collectively, “Deliverables”).  To the extent USAA or BMW requests that TrueCar display any BMW-owned or licensed trademarks, service marks, or logos (“BMW Marks”) in connection with the BMW Program, USAA or BMW, as applicable, shall provide such BMW Marks to TrueCar. USAA has BMW’s permission for TrueCar to host the incentive landing pages on the USAA Auto Program website with BMW Marks as created by BMW. For any future marketing of the BMW Program, USAA will obtain BMW’s consent for the use of the BMW Marks.

Neither TrueCar nor USAA shall be responsible for BMW’s compliance with the terms and conditions of the Agreement or BMW’s acts or omissions in the BMW Program. Without limiting the effect of the foregoing and subject to the foregoing, TrueCar and USAA shall remain responsible for its obligations and responsibilities under the Agreement relevant to the USAA Auto Program.

3.                                      Term; Termination. This Amendment #9 shall begin on the Amendment #9 Effective Date and continue for a period of one (1) year (“Term”).  Either Party may terminate this Amendment #9 with

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thirty (30) days advance written notice to the other Party. For the avoidance of doubt, the Agreement may not be terminated for any condition arising out of the BMW Program.

4.                                      Counterparts. This Amendment #9 may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and may be executed by facsimile or electronic signature.

5.                                      Conflicts.  In the event of any conflict between this Amendment #9 and the Agreement (including previous Amendments), this Amendment #9 shall control.

6.                                      Entire Agreement. This Amendment #9 along with the Agreement constitute the entire understanding and agreement between the Parties with respect to the matters contemplated herein and supersede any and all prior, contemporaneous, oral or written communications or agreements with respect to the subject matter hereof. Except as explicitly set forth in this Amendment #9, the Agreement remains in full force and effect and otherwise unmodified.

IN WITNESS WHEREOF, this Amendment #9 To Zag Services & Maintenance Agreement has been duly executed by authorized representatives of the Parties hereto.

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EXHIBIT A

DELIVERABLES

Description of Deliverables

BMW approved imagery, information and disclaimer to be used for the landing page to promote the BMW Program.

BMW-approved landing page des on requirements.

BMW Program eligibility requirements.

Expiration date for all incentives.

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EXHIBIT B

INCENTIVES

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AMENDMENT #11 TO ZAG SERVICES & MAINTENANCE
AGREEMENT

This AMENDMENT #11 TO ZAG SERVICES & MAINTENANCE AGREEMENT (“Amendment #11”), effective as of May 17, 2012 (“Amendment Effective Date”), modifies the ZAG SERVICES & MAINTENANCE AGREEMENT (“Agreement”), executed on February 13, 2007, USAA Contract Control Number 1017633, by and between TrueCar, Inc. (formerly ▇▇▇.▇▇▇ Inc.) (“TrueCar”),UNITED SERVICES AUTOMOBILE ASSOCIATION (“USAA”), and USAA Federal Savings Bank (“USAA Bank”).  All capitalized terms not otherwise defined in this Amendment #11 shall have the meanings ascribed to them in the Agreement.

WHEREAS, under the Agreement, among other services, TrueCar provides, hosts, and operates the USAA Auto Program for USAA Members; and

WHEREAS, the Parties desire for TrueCar to provide sell functionality to USAA Members in accordance with this Amendment #11 and subject to certain terms and conditions as set forth below.

NOW THEREFORE, the Parties agree as follows:

1.             Sell Your Car.  On May 18, 2012 (“Implementation Date”), TrueCar will provide Sell Your Car functionality to USAA Members in accordance with Exhibit A.1, attached hereto, The Parties agree that, in addition to the requirements and the service level objectives set forth in the Agreement, the requirements and service level objectives set forth in Exhibit A.2 will only apply to the Sell Your Car functionality.  Exhibit B of the Agreement is hereby supplemented to add the following Tier 1 Critical SLOs as designated in Exhibit A.2: VR 101, LR 112, ML 106, IC 101, IC 102, SP 102.1 and SP 102.2.

2.             Counterparts.  This Amendment #11 may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and may be executed by facsimile or exchanged via PDF.

3.             Conflicts.  In the event of any conflict between this Amendment #11 and the Agreement (including previous Amendments), this Amendment #11 shall control.

4.             Entire Agreement.  This Amendment #11 along with the Agreement constitute the entire understanding and agreement between the Parties with respect to the subject matter herein and supersedes any and all prior, contemporaneous, oral or written communications or agreements with respect to the subject matter hereof.  Except as explicitly set forth in this Amendment #11, the Agreement remains in full force and effect and otherwise unmodified.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, this AMENDMENT #11TO ZAG SERVICES & MAINTENANCE AGREEMENT has been duly executed by authorized representatives of the Parties hereto.

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EXHIBIT A.2

Statement of Work

1.             Definitions.

The following definitions apply to this SOW.

“Business Interruption” is any event which temporarily impacts TrueCar’s ability to deliver the For Sale by Owner Program (“Program”) described in this Amendment No. 11 and Statement of Work.

“ClearBook” means ClearBook provides expected trade-in and sale prices, along with a recommended list price for the vehicle.  For used car shoppers, ClearBook can help determine a fair price to pay locally for the specified used car with the desired options, mileage, and condition.

“Defect” is any operation or function of the Systems that does not perform to in accordance with USAA specifications.

“Inappropriate” means any unsuitable or improper language or photo which will cause the vehicle listing to be rejected upon review; USAA will provide input and guidance.

“Incident” is any System Problem, other than an Outage, that negatively impacts the Program.

“Outage” is any System Problem that results in the non-availability of the Program provided by Systems.

“Public User” means any online visitor not logged in to ▇▇▇▇.▇▇▇.

“Problem” is any USAA reported, or TrueCar identified issue, error, problem, fault, Defect, discrepancy or inaccuracy which impacts the performance of the Systems as seen by USAA representatives or Customers, whether the performance change is evidenced through direct access to the effected Systems or indirectly through the delivery of the Program.

“Critical” is production use of the System may be possible, but a business function is disabled or significantly impaired such that it is effectively unusable and no workaround exists without a manual process being implemented by USAA.  This category also applies to System Problems that impact the image of USAA with Customer data or processing services and USAA spending resources to work around situations due to TrueCar’s applications.  This category also applies to issues revolving around the failure of Systems or personnel to deliver the requisite data, files, Documents or other electronic deliverables as specified in this Amendment No.11 and Statement of Work, TrueCar has identified this level as coordinating with their internal level 1 severity problem category.

“Severe/Important” is production use of the System is possible, but a workaround is unacceptable for than a short period due to the frequency of the affected function’s

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usage and the criticality of the function. TrueCar has identified this level as coordinating with their internal level 2 severity problem categories.

“Low Impact” is production and/or implementation is not impacted severely because an acceptable workaround exists that does not utilize any USAA resources and/or the System Problem is not severe.  TrueCar has identified this level as coordinating with their internal level 3 severity problem categories.

“Service Level Objective(s) (the “SLO”)” is a key measurable performance standard that sets the level of service expectation to be provided by TrueCar and may have performance credits attached or may result in immediate default under the Agreement set forth in Exhibit B-1.

“Sell Your Car” This service allows USAA Members to list their vehicle for viewing by other USAA Members as part of the USAA Auto Program experience.

“System(s)” is the individual and collective electronic or mechanical components of the TrueCar operations that contribute to the delivery of Program to USAA Members .

“Systems Availability” is the ratio of hours that Systems are available in a calendar month, to the total number of hours in that calendar month.

“System(s) Problem(s)” is any USAA reported, or TrueCar identified issue, Incident, Outage or error, problem, fault, Defect, discrepancy or inaccuracy which impacts the performance of the Systems as seen by USAA representatives or Customers, whether the performance change is evidenced through direct access to the effected Systems or indirectly through the delivery of the Program.

2.             TrueCar Responsibilities, Tasks and Requirements for Program.

TrueCar shall perform the following tasks in accordance with the specific requirements listed (collectively the “Tasks and Requirements”).  TrueCar agrees to work to the requirements and shall be responsible for meeting deliverables and achieving SLOs as may be detailed within each requirement.  Asterisks in the column heading “DEL” indicate that requirement is a deliverable under this SOW.  Asterisks in the column heading “SLO” indicate that the requirement is a Service Level Objective.

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