Clarivoy Terms of Service for Autotrader and KBB Attribution Report

1. Dealer hereby grants Clarivoy and its authorized third parties a non-exclusive worldwide license to collect, store, use, reproduce and analyze any data provided by Dealer for purposes of delivering the Services and as expressly permitted hereunder.
2. Dealer agrees to provide sales data (hereafter “Confidential Information”) to Clarivoy by either (1) a secure upload to Clarivoy or (2) a secure feed from DealerVault via the Dealer’s DMS or (3) a secure feed from Cox Automotive via VinSolutions or DealerTrack data.
3. Clarivoy will provide the attribution report information to the Dealer and is authorized to share the attribution results with Cox Automotive.
4. Clarivoy may use Dealer’s data in a non-identifiable and aggregate form to help Clarivoy improve its performance of the Services under this Agreement.
5. Confidentiality. (A) Duty. Each party will: (i) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (ii) not disclose the Confidential Information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. (B) Use of Confidential Information. Each Party (and any affiliates’ employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each Party is responsible for any actions of its Affiliates’ employees and agents in violation of this Section. (C) “Confidential Information” means information disclosed by a Party to the other Party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. The Service, including without limitation its applications, databases, organization, design and structure of its databases and reports, shall be Clarivoy’s Confidential Information. (D) Exclusions. Confidential Information does not include information that: (i) the recipient of the Confidential Information already knew; (ii) becomes public through no fault of the recipient; (iii) was independently developed by the recipient; or (iv) was rightfully given to the recipient by another party. (E) Required Disclosure. Each Party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible: (i) uses commercially reasonable efforts to notify the other Party; and (ii) gives the other Party the chance to challenge the disclosure.
6. Clarivoy represents and warrants that: (A) we have reviewed the applicable portion of the Gramm-Leach-Bliley Act (hereafter “GLB”) and the Federal Trade Commission regulations implementing the GLB (the “Regulations”), and have implemented and currently maintain appropriate safeguards to protect Customer Information. Such safeguards include, without limitation, administrative, technical and physical safeguards to address risks regarding the security, confidentiality and integrity of such information, such as unauthorized disclosure, alteration, use and destruction of such information, among others. (B) Any Dealer data Clarivoy transmits or stores in connection with the Services will be transmitted or stored securely in accordance with industry standards.
7. Each party agrees to indemnify the other for any breach of any term under this Agreement.
8. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. For any dispute arising out of or relating to this agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in Franklin County, Ohio, United States of America.
9. This Agreement terminates upon the earlier of (a) expiration or termination of the advertising program provided by Cox Automotive to Dealer, or (b) Dealer’s termination of Services by Clarivoy or (c) as requested by Dealer.
10. This Agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which, taken together, constitute one and the same Agreement. A counterpart may be delivered to or by any party by any means, including facsimile, PDF or other electronic copies such as online form submission by checking an acceptance field. If a party’s signature is transmitted by fax or in a PDF file by email, the signature on the counterpart creates a valid and binding obligation of the party executing it (or on whose behalf the signature is made) with the same effect as if the fax or PDF signature page were an original.

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