Reynolds and Reynolds

DATA AGREEMENT AND PRIVACY POLICY

As an end user of an Edifice Group, Inc. product (the "Interfaced Product") that uses an interface (the "Reynolds Interface") provided by The Reynolds & Reynolds Company ("Reynolds"), Reynolds requires that you sign this Agreement (this "Agreement"). As used in this Agreement, "you," or "Qualified End User" means the dealership entity that is a party to that certain Services Agreement with Edifice, signed contemporaneously with this Agreement. As used in this Agreement, "Edifice," "we" or "us" means Edifice Group, Inc. and its affiliates and assigns. You hereby provide Reynolds, which is your Dealer Management System ("DMS") provider, with written consent to permit Edifice to access data on your DMS. Such access is needed for us to provide services contracted for hereunder and under the Services Agreement (the "Services Agreement"), and we will not use your data for any other purposes.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties to this Agreement hereby agree as follows:

  1. You agree not to use the Interfaced Product and Reynolds Interface for purposes other than the Edifice Automotive Marketing Services, which enable analytics and segmentation of sales, service, and customer data to enable targeted marketing communications to desired audience groups, along with analysis of the resulting marketing campaign ROI due to attributed sales and service transactions.
  2. You are hereby granted a limited license authorizing the operation of the Reynolds Interface only with the Interfaced Product and only for one Qualified End User for each license fee that is paid.
  3. You are prohibited from copying, disassembling, decompiling, and/or reverse engineering the Interfaced Product and the Reynolds Interface.
  4. All rights, title, and interest in and to the Interfaced Product are reserved to Edifice and all rights, title, and interest in and to the Reynolds Interface are reserved to Reynolds.
  5. You are prohibited from: (a) transferring or allowing access to the Interfaced Product and the Reynolds Interface by third parties; (b) lending, leasing, sublicensing, or pledging the Interfaced Product and the Reynolds Interface; and (c) employing service bureau or outsourcing uses of the Interfaced Product and Reynolds Interface.
  6. The Interfaced Product(s) provided under this Agreement and the Services Agreement contain portions of program code owned by third-party licensors and such licensors will be entitled to enforce this Agreement 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. You, as a licensee, shall not disclose any passwords or other security information that are related to the Reynolds Interface or other software licensed by this Agreement. ALL LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event will any licensor be liable for indirect, incidental, consequential or exemplary damages arising from use, or inability to use Reynolds Interface(s), even if they knew of the possibility of such damages.
  7. All rights to use or maintain possession of the Interfaced Product and the Reynolds Interface will terminate immediately upon your breach of any material provision of this Agreement or the Services Agreement.
  8. You understand that Edifice is providing or will provide certain goods and/or services to you. While providing said goods and/or services, Edifice may be provided access to non-public personal information about your customers ("Customer NPI") and certain other confidential and proprietary information regarding your business and operations, (together, with Customer NPI, hereafter "Confidential Information"). As used herein, "Confidential Information" shall mean all information, whether written or oral, tangible or intangible, of a confidential or proprietary nature, of or concerning you and your business and operations, including non-public personal information (as defined under Title V of the Gramm-Leach-Bliley Act, 15 U.S.C §§ 6801 through 6810) (the "GLBA"), projections, business plans and strategies, computer software and marketing and sales information, but shall not include any information which (a) was known by Edifice prior to disclosure by you, (b) becomes available to Edifice from a source other than you that is not bound by a duty of confidentiality to you, or (c) becomes generally available or known in the industry other than as a result of the conduct of this business by Edifice.
  9. Edifice agrees to implement and maintain physical, electronic, and procedural safeguards to guard all Confidential Information to which Edifice has access pursuant to the terms of this Agreement. Such safeguards shall, at a minimum, comply with applicable federal, state, and local laws and regulations including without limitation the GLBA and the Federal Trade Commission’s implementing regulation, Regulation P, 16 C.F.R. Part 313, in particular, as both relate to the disclosure and protection of non-public personal information.
  10. You represent and warrant that for purposes of the data that Edifice and/or your DMS provider may access pursuant to this Agreement and/or the Services Agreement, you have provided any required privacy notices to your customers as required by applicable law, including the GLBA and its implementing regulations, 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 of Canada or of any province of Canada or other relevant jurisdiction.
  11. Edifice agrees to provide prompt notice to you in the event of known or reasonably suspected privacy or security breaches.
  12. You have the right to terminate this Agreement for Edifice's noncompliance with any privacy laws or regulations.
  13. Edifice will return or destroy any Customer NPI at the termination of this Agreement.
  14. Edifice will implement and maintain appropriate safeguards to protect any Customer NPI that it obtains pursuant to this Agreement for so long as Edifice has access to any such Customer NPI.
  15. Edifice will not access, store, share, disclose or use any Customer NPI obtained pursuant to this Agreement other than as necessary to carry out the purposes for which you have provided access to the Customer NPI or as otherwise required by law.
  16. You hereby grant Edifice and Reynolds permission to access Customer NPI to the extent necessary to provide the services contracted for under the Services Agreement and this Agreement (including the Interfaced Product and the Reynolds Interfaces) and you specifically permit Reynolds and Edifice to provide access to Customer NPI to one another for that purpose.
  17. As part of its Reynolds Certified Interface program, Reynolds, your DMS provider, has developed certain processes that allow certain third-party software clients, including Edifice, to receive from Reynolds certain data from your DMS and/or allow Edifice to send data to your DMS ("RCI Integration"). By agreeing to these terms, you are providing your consent to: (a) Reynolds providing Edifice with access to data from your DMS; and (b) Edifice providing Reynolds with access to Edifice's data, both of which may include, without limitation, non-public information regarding your customers. By agreeing to these terms, you represent and agree that: (a) Reynolds makes no representations, assurances, warranties or guarantees with respect to the Interfaced Product or Edifice’s 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 Interfaced Product or because of Edifice's access to data from your DMS; (c) Reynolds has no responsibility for the activities of Edifice with respect to its access to data from your DMS, including without limitation, with respect to Customer NPI obtained or used by Edifice; (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 CUSTOMER RELATED DATA.

  18. To the extent you operate in Canada and Edifice has access to Customer NPI for the purposes of processing the data, this Agreement shall:

(a) Identify the individual for Edifice who supervises compliance with privacy aspects of this Agreement;

(b) Specify that Edifice will direct persons seeking access to their personal information to the Qualified End User;

(c) Require the Qualified End User to provide its customers in Canada with a notice specifying that the Customer 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) Require that the Qualified End User comply fully with the applicable Canadian privacy laws;

(e) Specify that the Qualified End User 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 Edifice; and

(f) Require that Edifice comply fully with all applicable Canadian privacy laws.

 

  1. The relationship of Edifice to you will be that of an independent contractor, and neither party will be deemed to be an agent or employee of the other. It is expressly understood that this Agreement does not represent and shall not be deemed a joint venture by and between the parties.

 

  1. All notices or other communications required hereunder shall be in writing and shall be deemed duly given: (a) when delivered in person (with receipt therefor), (b) on the next business day after deposit with a recognized overnight delivery service; or (c) on the third (3rd) business day after being sent by certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

 

  • If to Edifice: Edifice Group, Inc.; 6470 E. Johns Crossing, Ste. 160, Johns Creek, GA 30097; Attn: Norman L. Soucie, Jr.
  • If to You: To the address you provided as set forth in the Service Agreement

 

  1. In the event that a court of competent jurisdiction finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions of this Agreement shall remain valid and in force.

 

  1. Neither party shall have the right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party; provided, however, that notwithstanding anything contained herein to the contrary, Edifice may assign any of its rights and delegate any of its obligations hereunder to any person or entity that acquires substantially all of Edifice’s assets or to such other successor in interest arising out of a merger. A waiver by any party hereto of a breach hereof shall not be deemed to be a waiver of any subsequent breach, whether similar or not.

 

  1. You agree to accept faxes and emails from Edifice, which shall be deemed the same as originals. This Agreement may be executed in any number of counterparts, including ".pdf" facsimile copies and electronic signatures, each of which shall be enforceable and all of which together shall constitute one document.

 

  1. This Agreement and the legal relationships among the parties hereto shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws principles. Each party irrevocably consents to the jurisdiction of a court of competent jurisdiction for and in Gwinnett County, Georgia or the U.S. District Court for the Northern District of Georgia, and irrevocably waives, to the fullest extent permitted by law, the defense of inconvenient forum to the maintenance of such suit, action or proceeding in such court and further waives the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such party or that venue is improper.

 

  1. This Agreement, together with the Services Agreement, supersedes all prior agreements, whether written or oral, and represents the entire Agreement between the parties with respect to the subject matter hereof. This Agreement may be modified only by a written instrument signed by both parties.

 

As set forth in the Services Agreement, this agreement is incorporated into the Service Agreement, and, therefore, the parties' execution and delivery of the ServiceS Agreement manifests their intention to be bound by this agreement.