GM DEALER SERVICES AGREEMENT 

All capitalized terms not otherwise defined in this Exhibit will have the meaning set forth in the Marketing Program Agreement between Dealer Inspire Inc., (“Service Provider”) and GM (the “Agreement”).  Participating Dealer shall be the GM dealer enrolling into the GM Dealer Website Program and entering into this Dealer Services Agreement with Service Provider.

  1. Provision of  Services to Dealers.  Service Provider will provide Participating Dealer the products and services set forth in the Statement of Work at the service levels described in the Service Levels Exhibit to the Agreement.  Service Provider will promptly implement changes to the Services or Products required by GM as part of the Dealer Digital Solution.
  2. Pricing.  Service Provider will charge Participating Dealer prices consistent with those prices agreed upon in the Pricing and Payment Provisions Exhibit to the Agreement. Any additional charges whatsoever must be approved by Participating Dealer in advance and in writing.  Appropriate supporting documentation must accompany all invoices. There shall be no adjustment in the pricing terms to reflect any price increases, including, without limitation, a cost of living adjustment.
    1. Service Provider will provide Participating Dealer with detailed price, delivery, and cost to dealer.  Service Provider shall use a pricing methodology and provide billing detail that is reasonably calculated to (i) permit a commercial understanding of the price charged for the Services, (ii) allow Participating Dealer to assess Service Provider’s compliance with the applicable pricing terms, and (iii)  enable Participating Dealer to assess the reasonableness of the price of the Services. Pricing detail shall be constructed to reflect the content of Services (e.g., hardware units, software units, person-hours) and the impact of performance levels.
    2. Participating Dealer will be invoiced on the basis set forth in the Pricing and Payment Provisions Exhibit to the Agreement for all Services performed by Service Provider and all compensation due under the Dealer Services Agreement. Except for Disputed Amounts, Participating Dealer shall pay upon receipt of a valid and approved invoice on Net 30 payment terms with weekly disbursements. Any payment by Participating Dealer will be made without prejudice to its right to contest any charges.
  3. Termination Rights.  At a minimum, Participating Dealer will have the right to terminate their Dealer Services Agreement: (a) for any reason upon no more than thirty (30) days’ prior written notice to Service Provider (provided Service Provider may require a Participating Dealer to adhere to an initial 90 day term, starting on the first day of Participating Dealer’s website deployment, before this termination right can be exercised), and (b) immediately if, for any reason, Service Provider will no longer participate in the GM Dealer Website Program.  In the event the Dealer Services Agreement is terminated, Service Provider will cooperate with Participating Dealer to migrate their GM Dealer Website to another provider.
  4. Quarterly Business Reviews.  Service Provider and Participating Dealer will discuss on a quarterly basis with the intent of (i) reviewing performance under the Agreement, (ii) identifying cost saving opportunities, (iii) discussing potential changes to the Services and (iv) reviewing performance improvement plans for performance issues including but not limited to the following: pricing, inventory levels, lead time, delivery and flexibility, quality and service level issues that occurred in the previous quarter.  
  5. Service Provider Representations, Warranties and Undertakings.  Service Provider will represent and warrant to Participating Dealer as follows:
    1. Standard of Workmanship.  The Services will be performed by competent, properly trained, and licensed Service Provider personnel, and will be of professional quality, consistent with generally accepted industry standards for the performance of such Services.  In addition, Service Provider and each of its employees and agents assigned to perform work hereunder shall have the proper skill, training and background so as to be able to perform in a competent, efficient and professional manner and that all work will be so performed.  Service Provider will ensure that it has all resources necessary to provide the Services.
    2. Uptime.  The system and/or software will have an uptime at 99.1% twenty-four (24) hours a day seven (7) days a week throughout the term of the Agreement.  
  6. Deliverables; Dealers’ Rights.
    1. Dealers’ Rights.  Each copyrightable aspect of an individual GM Dealer Website that is unique to a specific Participating Dealer will be considered a “work made for hire” within the meaning of the U.S. Copyright Act of 1976, as amended, or similar legislation in other applicable jurisdictions.  Participating Dealer will have the right to make use of the Deliverables at any time (including after termination or expiration of this Agreement) in any manner it sees fit without any additional accounting, payment or compensation to Service Provider or Service Provider’s Agents.
    2. Domain Names.  As between Service Provider and Participating Dealer, each Participating Dealer will own all domain names associated with the dealer website(s) provided by Service Provider and will have the right to take their domain names with them in the event the Dealer Services Agreement is terminated for any reason.

      Dealer Data.  Participating Dealer will own all data in the GM Dealer Website’s content management systems, command center or similar backend, that is unique to the Participating Dealer, including without limitation customer lead data and Dealership information.  Participating Dealer will have the right to access its own data at no additional charge. Participating Dealer grants to Service Provider a perpetual and irrevocable license to (i) process and aggregate Dealer Information with other data to create derivative data that does not include any personally identifiable information of any individual (“Anonymized Data”); and (ii) access, use, and display such Anonymized Data and Browsing Data, and derivative works, which Service Provider may use and/or enhance for its internal business purposes and to provide and market its products and services. 
    3. Transfer to GM Offered Services.  In the event GM offers any products or services that compete with the Services provided by Service Provider, Service Provider will allow Participating Dealers to transfer to the competing GM product or service without penalty or prejudice and will cooperate in the transfer of dealer domain names, data and content to the GM product or service. 
  7. Privacy.
    1. Service Provider and Participating Dealer must comply with all applicable laws, regulations and self-regulatory industry guidelines in connection with any personal data obtained through the Services (as the same apply to Service Provider’s activities in delivering the Services), including but not limited to the Gramm-Leach-Bliley Act, Fair Credit Reporting Act, California Consumer Privacy Act, Section 5 of the Federal Trade Commission Act, Dealer Franchise Laws, and the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising. 
    2. Service Provider and Participating Dealer must include a consumer facing dealer privacy policy, on each Participating Dealer’s Website that is compliant with all applicable state and federal law and industry guidelines, including but not limited to the Gramm-Leach-Bliley Act, Fair Credit Reporting Act, California Consumer Privacy Act, Section 5 of the Federal Trade Commission Act, Dealer Franchise Laws, and the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising.. Service Provider and Participating Dealer must ensure the following language in bold below is incorporated into each consumer facing GM Participating Dealer Website privacy policy with respect to data sharing with GM.
      1. COLLECTION AND USE OF YOUR INFORMATION BY GMWhen you use this site, GM will have access to personal information you enter on this site and to information about your browsing activities on this site. When you indicate that you would like to receive more information about GM and its products, services or offers, your name, address, city, state, zip code, email address and telephone number will be provided to GM. In addition, if you buy or lease a GM vehicle from this GM dealer, the dealer may share information about your vehicle purchase (such as vehicle identification number (VIN), make, model, model year, date of purchase or lease and service history) with GM as the vehicle manufacturer in accordance with this dealership’s privacy statement provided below. For more information about how GM uses your information, please visit https://www.gm.com/privacy. 
    3. Security Requirements.  Service Provider and Participating Dealer will provide for the physical, administrative, technical, and electronic security of GM Information such that GM Information is reasonably maintained and secured, ensuring it is protected from loss, theft, unauthorized access, copying, modification, use, or disclosure during utilization, transmission, and storage.  
    4. Indemnification.  Service Provider will indemnify Participating Dealers for any breach of a law concerning personal data and consumer privacy, including but not limited to the Gramm-Leach-Bliley Act, Fair Credit Reporting Act, California Consumer Privacy Act, Section 5 of the Federal Trade Commission Act, Dealer Franchise Laws, and the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising.

Last Updated: Sept 18, 2024