EXHIBIT C
AMENDMENT TO END USER LICENSE AGREEMENT

This Amendment to End User License Agreement (the “Amendment”) amends that certain End User License Agreement by and between AutoAlert and Client (the “Agreement”). For the purposes of this Amendment, AutoAlert and Client may be collectively referred to as the “Parties.”

WHEREAS, pursuant to the Agreement, AutoAlert licenses certain Software to Client;

WHEREAS, AutoAlert desires to provide Client with additional integration services such as AutoFi (“Integration Services”); and

WHEREAS, Client desires the use of such Integration Services, and AutoAlert desires to provide such Integration Services subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual covenants herein expressed and other good and valuable consideration, Client and AutoAlert agree as follows:

1. Integration Services. In order for AutoAlert to provide and for Client to receive the Integration Services listed in this Amendment, both Parties acknowledge and agree to the following:

   1. That the Client receives services pursuant to the Agreement and/or Sales Order through AutoAlert;

   2. That to carry out the services for the Client, AutoAlert collects or has access to “Data” as defined below;

   3. That for purposes of this Amendment, the term “Data” shall mean any and all data of Client that AutoAlert collects or has access to in providing services to Client including but not limited to consumer related data, sales related data, service drive data, and lease retention data;

   4. That in order for AutoAlert to provide services to Client under the Agreement as amended herein, AutoAlert must share and transmit Data to certain third parties, including but not limited to subcontractors and/or licensors;

   5. That in order for AutoAlert to provide the Integration Services to Client, it must share and transmit Data to the original licensor(s) of the Integration Services, and the Client authorizes such sharing and transmission for the purposes described herein;

   6. That if Client wishes to limit which third-party integrators receive and share data, then they must provide the business name and address of each third-party integrator on Schedule A of this Agreement that is to receive and share the data;

   7. That AutoAlert will use commercially reasonable efforts to maintain industry recognized security standards to protect the Data when sharing or transmitting the Data to the original licensor(s) of the Integration Services;

   8. That the Data belongs to the Client pursuant to the Agreement and/or Sales Order through AutoAlert;

   9. That Client’s obligations under Section 2.1 of the Agreement extend to the use and sharing of the Data in the context of the Integration Services as described herein, including but not limited to securing from Client’s customer all necessary rights and consents, and provide all required notices, to use, share, and transfer; the Data as described herein;

   10. Client shall have responsibility to respond to requests to data access or deletion requests related to the Data, with which AutoAlert shall reasonably assist; and

   11. That AutoAlert is not making any representations or warranties regarding the Data.

2. Miscellaneous. All capitalized terms contained in this Amendment that are not otherwise defined herein shall have the meaning ascribed to them in the Agreement. The recitals and schedule(s) to this Amendment form an integral part of this Amendment and are incorporated herein by reference. In the event of a conflict between this Amendment and the Agreement, the Agreement will prevail to the extent of the conflict unless this Amendment specifically provides that the applicable provision in this Amendment is intended to override the Agreement. The Parties remain bound by all of the terms and conditions of the Agreement. Except as modified herein, all of the terms and conditions of the Agreement are incorporated by reference herein as if set forth at length. This Amendment may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which, once executed, shall be deemed an original, but all counterparts shall constitute one and the same instrument.