Google’s Cars for Sale

CONTENT LICENSE AGREEMENT

This Content License Agreement is entered into by and between Dealer Inspire, Inc. (“DI“) and the organization identified in the signature page (referred to as “Partner”, “You” or “Your”).  This content license agreement consists of these terms and any attachments (together the “Agreement”). The “Effective Date” of this Agreement is the date of your signature.

1 Definitions

1.1 In this Agreement:

• “CCPA” means, as applicable: (i) the California Consumer Privacy Act of 2018, California Civil Code 1798.100 et seq. (2018), as amended; and (ii) any other applicable data protection laws modelled on the CCPA.
• “Confidential Information” means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
• “GDPR” means, as applicable: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as amended; (ii) the UK’s General Data Protection Regulation (as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force); and (iii) any other applicable data protection laws modelled on the GDPR.
• “including” means “including but not limited to.”
• “Initial Term” means one year starting on the Effective Date.
• “Licensed Content” means: (a) all content made available by Partner to DI under this Agreement using the delivery method in Attachment A; and (b) any Updates.
• “Personal Data” has the meaning given to it in the GDPR.
• “Personal Information” has the meaning given to it in the CCPA.
• “Update(s)” means Partner’s updates, refreshes, corrections, or modifications to Licensed Content.
• “Distribution Vendor” means to the extent Client receives managed services from vendor(s) for the publication of the Licensed Content

1.2 Any examples in this Agreement are illustrative and not the sole examples of a particular concept.

2 License

• Grant. Partner grants to DI and Distribution Vendor a non-exclusive, worldwide, sublicensable (under Section 2.2 (Sublicensing)), perpetual, royalty-free, unlimited, and irrevocable license to use the Licensed Content in connection with DI’s and Distribution Vendor’s products or services.
• Sublicensing. DI and Distribution Vendor may sublicense the rights granted in this Agreement to its:
  • affiliates (but only if (i) DI or Distribution Vendor ensures that its affiliates are subject to the same obligations as DI and Distribution Vendor, and (ii) DI or Distribution Vendor is liable for its affiliates’ breach of those obligations); and
  • in the case of Distribution Vendor to its users (to the extent necessary to permit them to use Distribution Vendor’s products and services).
• DI and Distribution Vendor will not distribute the Licensed Content on a standalone basis independent of its products or services.
• Retention of Rights. As between the parties:
  • Partner retains all rights in Licensed Content; and
  • Google retains all rights in (i) Google products and services; (ii) Google-created content; and (iii) User-generated content.
• No Other Restrictions. Nothing in this Agreement:
  • requires Google to use any Licensed Content in Google products or services;
  • restricts Google from using content it obtains elsewhere; or
  • restricts Google from exercising any rights it has at law (including under the U.S. Copyright Act).
• Fees. No fees or other payments from DI and Distribution Vendor apply to Licensed Content.
• Initial Delivery and Updates. Partner will provide DI with an “Initial Delivery” of all the content listed in Attachment A within 60 days of the Effective Date. Partner will use commercially reasonable efforts to provide Updates automatically during the Agreement Term to ensure DI has the most accurate inventory data. DI recommends that Partner provide four Updates every 24 hours.

3 Representations and Warranties

3.1 By Both Parties.

Each party represents and warrants that it has full power and authority to enter into this Agreement.

3.2 By Partner.

Partner represents and warrants that:

(a)    it has and will retain all necessary rights to grant the licenses in this Agreement and deliver Licensed Content to DI; and

(b)    at time of delivery:

(i)        Licensed Content will comply with Attachment A (Licensed Content Specifications);

(ii)       Licensed Content will comply with applicable law;

(iii)      the freshness, quality, and coverage of Licensed Content will be as good as equivalent content that Partner makes available to third parties;

(iv)      Licensed Content will not contain any third party’s Personal Data or Personal Information; and

(c)    it has used and will continue to use reasonable care and skill in collecting the Licensed Content.

3.3 Disclaimers.

The parties’ only representations and warranties under this Agreement are expressly stated in this Section 3 (Representations and Warranties). Subject to Section 5.3 (Unlimited Liabilities), the parties disclaim all other representations and warranties (express or implied), including any warranties of merchantability and fitness for a particular purpose.

4 Indemnities

4.1 Obligations.

Partner will defend and indemnify DI and Distribution Vendor and DI’s and Distribution Vendor’s affiliates, directors, officers, employees, contractors, and Users against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding (including regulatory proceedings) to the extent claiming that use of Licensed Content infringes or violates the third party’s intellectual property or other rights.

4.2 Exclusions.

Section 4.1 (Obligations) will not apply to the extent the underlying allegation arises from DI’s breach of this Agreement or from modifications or combinations to Licensed Content that were not provided or authorised by Partner.

5 Liability

5.1 Definition.

In this Section 5 (Liability), “Liability” means any liability, whether under contract, tort (including negligence), or otherwise and whether or not foreseeable or contemplated by the parties.

5.2 Limited Liabilities.

Subject to Section 5.3 (Unlimited Liabilities):

• neither party will have any Liability arising out of or relating to this Agreement or the Licensed Content for:
• lost revenues, profits, savings, or goodwill;
• indirect or consequential losses;
• special or incidental losses; or
• punitive damages; and
• each party’s total aggregate Liability arising out of or relating to this Agreement or the Licensed Content is limited to US$10,000.

5.3 Unlimited Liabilities.

Nothing in this Agreement excludes or limits either party’s Liability for:

• death or personal injury resulting from its negligence or the negligence of its employees, contractors, or agents;
• fraud or fraudulent misrepresentation;
• breach of Section 3.2(b)(iv) (Personal Data);
• its obligations under Section 4 (Indemnities);
• breach of Section 6.1 (Confidentiality); or
• matters for which liability cannot be excluded or limited under applicable law.

6 Confidentiality; Publicity

6.1 Confidentiality.

The recipient will not disclose the other party’s Confidential Information, except to employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the other party’s Confidential Information only to exercise rights and fulfil obligations under this Agreement while using reasonable care to protect the Confidential Information. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the other party, if permitted by law.

6.2 Publicity.

Neither party may make any public statement regarding this Agreement without the other’s prior written approval.

6.3 Marketing Materials.

Partner will comply with the marketing communication guidelines provided by Google.

7 Term and Termination

7.1 Agreement Term.

The “Term” of the Agreement will be the Initial Term and all Extension Terms (if any) unless terminated earlier under Section 7.2 (Termination). This Agreement automatically extends for successive 12-month “Extension Terms” unless either party provides a written non-extension notice at least 30 days before the end of the Term.

7.2 Termination.

Either party may terminate this Agreement immediately on written notice if the other party:

• is in material breach of this Agreement and fails to cure that breach within 30 days after receiving the other party’s written notice identifying the breach; or
• is unable to meet its obligations under this Agreement for more than 30 days due to force majeure.

7.3 Effects of Termination.

On expiration or termination of this Agreement for any reason (contractual or otherwise):

• if Licensed Content is delivered using a feed, then at DI’s request, Partner will provide an empty feed to DI to replace the Licensed Content;
• if applicable, Partner will cease providing DI with Updates; and
• Section 2.1 (Grant) and Sections 3 (Representations and Warranties) through 8 (General) of this Agreement (and any other sections that under their terms or by implication ought to survive) will survive.

8 General

All legal notices must be in English, in writing and addressed to the other party’s primary contact, which for DI is legal@cars.com.  Any amendment must be in writing and signed by both parties.  This Agreement states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.  ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE GOVERNED BY ILLINOIS LAW, EXCLUDING ILLINOIS’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN COOK COUNTY, ILLINOIS, USA.

Thank you for signing up for the Cars For Sale product. By using the Cars for Sale product, clicking to accept this  Content License Agreement (“Agreement”),  or using or accessing any related services, you agree to all the terms and conditions of this Agreement. If you are using Cars for Sale or related services on behalf of a company or other entity, then “Customer” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement and the use of the services is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.

Signature for [ENTER NAME OF ENTITY]

BY

Name:

Title:

Email:

Date:

Please check the “I agree” box here [__]

Attachment A

Licensed Content Specifications

1. Licensed Content Delivery.

Partner will provide Licensed Content in accordance with DI’s technical specifications and specified delivery method(s), including: Feed files in a format specified by DI, using DI’s SFTP drop-box, or as otherwise specified by DI.

2. Licensed Content Description.

As of the Effective Date, Licensed Content includes either (a) an inventory feed which covers all dealerships’ inventory owned and operated by Partner, or (b) an inventory feed containing the inventory of all third-party auto dealerships that have consented to making their inventory available to Partner. Information contained in the inventory feed includes but is not limited to:

• Dealer information
• VIN
• Condition
• Make
• Model
• Year
• Trim
• Mileage (for used cars)
• Exterior color
• Price
• List of car features, options or standard equipment, if available
• Vehicle image(s), if available
• Landing page for vehicle (VDP), if available