Dealer Inspire Reynolds & Reynolds – DMS Data Access & Usage

Additional Terms and Conditions

These additional terms and conditions are subject to, and incorporated by reference into, the Dealer Inspire Terms to which Client agrees (the “Agreement”). Except as expressly stated in these additional terms and conditions, capitalized terms used herein will have the same definitions given to them in the Agreement. In the event of any conflict between these additional terms and conditions and the Agreement, these additional terms and conditions will control.   

These additional terms and conditions apply only to those Clients using a Reynolds & Reynolds DMS or similar Reynolds system:

WHEREAS, the Client has data in a dealer management system (“DMS”), is subscribing to the Dealer Inspire product(s), and desires to authorize Dealer Inspire’s access to DMS data for the purposes outlined herein.  

THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants set forth herein, and with the intent to be legally bound hereby, the Parties hereto agree as follows:

1. Definitions. The following terms shall have the meanings set forth in this Section:
    “Dealer Inspire Product”: the Dealer Inspire Product(s) subscribed to by Client.“DMS Provider”: the provider of a dealer management system used by the Client.“Interface”:  processes developed by Reynolds and Reynolds as the DMS Provider, which include, but are not limited to, software, hardware, specifications, data formats, security codes and other intellectual property, that allow for the transfer of data from one or more DMS Provider systems and/or the ability to input data from Dealer Inspire’s Product into one or more DMS Provider systems.
2. DMS Data Authorization.  During the Term of the Agreement, Client authorizes Dealer Inspire to use the Client’s DMS Data associated with the Dealer Inspire Product.
3. Client Use of the Dealer Inspire Product and associated Interface.  Client is authorized the operation of the Interface only with the Dealer Inspire Product and only for each license fee that is paid. Client is prohibited from:
   

   a. copying, disassembling, decompiling, and/or reverse engineering the Dealer Inspire Product and the Interface;

   b. transferring the Dealer Inspire Product and the Interface to third parties;

   c. lending, leasing, sublicensing or pledging of the Dealer Inspire Product and the Interface;

   d. service bureau or outsourcing uses of the Dealer Inspire Product and Interface;

   e. using the Dealer Inspire Product and Interface outside the definitions and process described herein.

    

4. Additional Terms & Conditions.
   

   a. Dealer Inspire reserves all rights, title and interest to the Dealer Inspire Product.  DMS Provider reserves all rights, title and interest in and to the Interface.

   b. The Dealer Inspire Product provided under the Agreement contains portions of program code owned by third-party licensors and such licensors will be entitled to enforce this License as an intended third-party beneficiary and the obligations of the licensee cannot be modified or terminated without the written consent of such third-party licensors.  Licensee shall not disclose any passwords or other security information that are related to the Interface or other software licensed by this License.  ALL LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  In no event will Dealer Inspire or any licensor be liable for indirect, incidental, consequential or exemplary damages arising from use, or inability to use Interface(s), even if they knew of the possibility of such damages.

   c. The Agreement and all rights to use or maintain possession of the Dealer Inspire Product and the Interface will terminate immediately upon the Client’s breach of any material provision of such Agreement.

   d. Client acknowledges that the categories of nonpublic personal information of any customer that may be accessed by Dealer Inspire pursuant to this Agreement include, without limitation, consumer contact information, financial information, name, email, make purchased, and related information; such information may be accessed by Dealer Inspire’s contractors, consultants and affiliates. 

   e. Client represents and warrants that for purposes of the data that may be accessed by Dealer Inspire and/or Client’s DMS provider pursuant to this agreement the Client has provided any required privacy notices to its Clients as required by applicable law, including the Gramm-Leach-Bliley Act and its implementing regulations (“GLBA”), and to the extent applicable, the privacy laws of any state, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and any other relevant privacy laws Canada or of any province of Canada, or other relevant jurisdiction.

   f. Dealer Inspire will provide prompt notice to Client in the event known or reasonably suspected privacy or security breaches.

   g. Client has the right to terminate the Agreement for Dealer Inspire noncompliance with any privacy laws or regulations.

   h. Dealer Inspire will return or destroy any Client of Client’s non-public consumer information at the termination of the Agreement.

   i. Dealer Inspire shall implement and maintain appropriate safeguards to protect Client’s non-public consumer information that Dealer Inspire obtains pursuant to the Agreement for so long as Dealer Inspire has access to Client the same.

   j. Dealer Inspire is prohibited from accessing, storing, sharing, disclosing or using any Client customer’s non-public consumer information obtained pursuant to this Agreement other than as necessary to carry out the purposes for which Client has provided access to the same, or as otherwise required by law.

   k. Client grants its DMS provider and Dealer Inspire permission to access Client customer’s non-public consumer information to the extent necessary to provide the services contracted for under this Agreement (including the Dealer Inspire Product and the Reynolds & Reynolds interfaces) and specifically permits Reynolds & Reynolds and Dealer Inspire to provide access to customer the same to one another for that purpose. 

5. Reynolds & Reynolds Provisions.As part of its Reynolds Certified Interface program, your Dealer Management System (“DMS”) provider the Reynolds & Reynolds Company or its affiliates (collectively “Reynolds”) has developed certain processes that allow certain third-party software clients including Dealer Inspire to receive from Reynolds certain data from your DMS and/or allow Dealer Inspire to send data to your DMS (“RCI Integration”).  By agreeing to these terms, you are providing your consent to: (a) Reynolds’ providing Dealer Inspire with access to data from your DMS; and (b) to Dealer Inspire providing Reynolds with access to Dealer Inspire Product data, both of which may include, without limitation, non-public information regarding your Clients.  By agreeing to these terms you represent and agree that: (a) Reynolds makes no representations, assurances, warranties or guarantees with respect to the Dealer Inspire Product or Dealer Inspire obtaining access to data from your DMS through RCI Integration or otherwise; (b) Reynolds shall have no liability whatsoever for any damages you may suffer as a result of using the Dealer Inspire Product or because of Dealer Inspire’s access to data from your DMS; (c) Reynolds has no responsibility for the activities of Dealer Inspire with respect to its access to data from your DMS, including without limitation, with respect to Client NPI obtained or used by Dealer Inspire; (d) Reynolds may terminate the integration described in this agreement at any time if Reynolds determines that such integration may conflict with or adversely affect the operation or security of your DMS (including without limitation the integrity or security of the data) or such access may violate any applicable laws or regulations; (e) problems caused by the data access described in this agreement will not be covered by any software support and equipment maintenance services or fees previously agreed between you and Reynolds; and (f) Reynolds has the right to enforce its rights under this agreement.  NOTICE TO NORTH CAROLINA DEALERS: THIS END USER AGREEMENT RELATES TO THE TRANSFER AND ACCESSING OF CONFIDENTIAL INFORMATION AND CLIENT RELATED DATA. 
6. Canadian Provisions.To the extent Client operates in Canada and Dealer Inspire has access to customer nonpublic personal information for the purposes of processing the data, the following provisions shall apply:

a. The individual for Dealer Inspire who supervises compliance with privacy aspects of this Agreement is Mr. Joseph Chura (the “Qualified End User”);

b. Dealer Inspire will direct persons seeking access to their personal information to Client;

c. Client shall provide notice to all Clients in Canada that Client customers’ NPI or other personal information as defined under Canadian law may be transferred to and stored in the United States and may be subject to disclosure pursuant to the laws of the United States;

d. Client agrees to comply fully with the applicable Canadian privacy laws;

e. Client agrees and acknowledges it has obtained all consents from its clients required under the applicable Canadian privacy laws for the collection, use and disclosure of personal information by the Qualified End User and by Client; and

f. Dealer Inspire and Client will comply fully with all applicable Canadian privacy laws.

g. Client represents and warrants that for purposes of the data that may be accessed by Dealer Inspire and/or Client’s Dealer Management System (“DMS”) provider pursuant to this agreement the Client has provided any required privacy notices to its Clients as required by applicable law, including Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and any other relevant privacy laws Canada or of any province of Canada or other relevant jurisdiction.

Last Updated May 12, 2020