Hyundai Dealer Website Certification Program Terms and Conditions
These Hyundai Dealer Website Certification Program Terms and Conditions and End User License Agreement (these “Terms”) govern the provision of services by DealerSocket, Inc. (“Provider”) to the undersigned Dealer (“Client”) as they relate to the Hyundai Dealer Website Certification Program (“DWCP”). Provider has entered into a separate agreement with Hyundai Motor America’s DWCP Administrator (“HMA’s DWCP Administrator”). HMA’s DWCP Administrator has entered into an agreement directly with Hyundai Motor America (“HMA”) as to the DWCP. By accepting these Terms, all parties agree to participate in the Hyundai Dealer Website Certification Program and abide by the terms of that program.
1. Scope of License Granted: As necessary to provide services under the DWCP, Client grants Provider a limited, non-exclusive, worldwide, royalty-free license to reproduce, modify, display, perform, adapt, transmit, distribute, improve, and otherwise use all data, intellectual property and other information or content (the “Client Content”) that is provided to or made available to Provider in connection with Provider’s provision of the services as it relates solely to the DWCP. As necessary to provide services under the DWCP, Client hereby grants and agrees to grant to Provider the irrevocable, transferrable, sublicensable right and license to use any ideas, suggestions or anything else about the services, or any other Provider services or products, suggested or provided by Client for any purpose, without payment or other compensation to Client or any end user in connection with Provider’s provision of the services as it relates solely to the DWCP.
2. Adherence to Hyundai Dealer Website Certification Program: Client represents and warrants that it (i) is familiar with the Hyundai DWCP including the leads and contact form requirements and transmission of leads and data to Hyundai Motor America and HMA’s DWCP Administrator for reporting purposes only. Client consents to customer leads and information being routed to Client through HMA’s DWCP Administrator. For clarity, lead data is not transmitted to HMA.
3. Tagging and Reporting: Provider, HMA’s DWCP Administrator, HMA and HMA affiliates will require access to Client’s Google Analytics, Adobe Analytics and reporting. If Client does not have an account, Provider will create one on behalf of Client. As Client’s representative, Provider will accept Google’s or Adobe’s Terms and Conditions.
4. Indemnification: Client shall indemnify, defend, and hold harmless Provider, Hyundai Motor America, HMA, HMA’s DWCP Administrator and HMA’s directors and officers against any and all third-party claims and all liabilities, costs, and reasonable attorneys’ fees incurred by Provider, HMA, HMA’s DWCP Administrator or HMA’s directors or officers arising out of or related to Client’s use or operation of the services, including without limitation, (i) the Client Content; (ii) any offer, advertisement, document, form, content, data, visual, or information provided or uploaded by Client or (iii) any communication between Client and a customer or potential customer that falls beyond the scope of that which is required under the DWCP.
5. Client Responsibilities: Client acknowledges and agrees that it shall be responsible for establishing the terms governing its use of any information, including statistical, analytical and Consumer Data, generated via its use of the services or otherwise collected by in connection with its use of the services (the “Website Data”). “Consumer Data” means data that is received or transmitted by Client on behalf of a consumer within the scope of the DWCP. Client further acknowledges and agrees that, as it relates to the DWCP, Provider, HMA’s DWCP Administrator, HMA and HMA affiliates may use “Website Data” in aggregated (that is, combined) form with other data and presented so that the aggregated data is not identifiable with respect to individuals (the “Aggregated Data”) for the purposes of (a) consumer, vehicle, and industry research and reference, (b) combining with other data to create proprietary market price and incentive guides, (c) the generation of market analysis data and related products, (d) internal business uses, (e) providing marketing, enhancements or improvements in its products in its products and services, (f) creating or developing new products and services.
6. Consent to Disclose Analytical Data for DWCP: Client consents to Provider disclosing any information (including statistical, analytical and Consumer Data) generated or otherwise collected by Provider in connection with its provision of the services for reporting purposes only to HMA and HMA’s DWCP Administrator pursuant to the DWCP to be utilized for reporting purposes only.
7. Compliance with Laws. All parties agree to comply with all applicable laws, regulations, and ordinances relating to such party’s performance under these Terms.
8. “Confidential Information” may include all technical, product, business, financial, and other information regarding the business and software programs of either party, its customers, employees, investors, contractors, vendors and suppliers, HMA and HMA affiliates, and HMA DWCP Administrator, including, but not limited to, programming techniques and methods, research and development, computer programs, documentation, marketing plans, customer identity, and business methods. Confidential Information includes information generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. For clarity, the term ‘Confidential Information’ does not include any personally identifiable information.
9. Ownership of Confidential Information. Nothing in these Terms will be construed to convey any title or ownership rights to the software or other Provider, HMA DWCP Administrator or HMA Confidential Information or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest in Provider or HMA Confidential Information to the Client. No party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce, or distribute the Confidential Information except as expressly permitted in these Terms. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction, or distribution of the Confidential Information.
10. Governing Law and Venue: These Terms will be governed by and construed in accordance with the laws of the Texas without regard to its conflicts of law provisions. Client hereby consents to personal jurisdiction in the federal and state courts in Texas and waive any objection based on forum non conveniens. As a condition of using the services, Client agrees that all causes of action arising out of or connected with the services shall be resolved individually, without resort to any form of class action. CLIENT AGREES THAT NO ACTION AGAINST PROVIDER MAY BE BROUGHT UNLESS THE ACTION IS BROUGHT WITHIN THE LESSER OF: (I) ONE (1) YEAR OF THE DATE OF THE EVENT THAT RESULTED IN THE LOSS, INJURY, DAMAGE, OR LIABILITY AND (II) THE SHORTEST LIMIT OF TIME PERMITTED UNDER APPLICABLE LAW.
11. Modifications. The parties agree that these Terms cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.