BACKGROUND INFORMATION

INTICE is in the business of developing and administering proprietary websites and web-based marketing programs, and has developed a unique program for vehicle dealerships (the “Program”).   Dealer is in the business of selling new and used vehicles (the “Business”), and desires to engage INTICE to administer the Program in connection with its Business.  Accordingly, in consideration of the mutual covenants and conditions contained below, the parties agree as follows:

OPERATIVE PROVISIONS

  1. Program; Software; Services:
  2. The Program. INTICE offers a primary dealership website INTICE360, Technology Solutions and Services: Website Hosting: Dedicated hosting for dealership websites with 16 GB RAM, 320 GB NVMe disk, and an 8-core processor. This setup ensures websites run smoothly, handle high traffic, and offer reliable performance. WordPress Platform: The system uses WordPress for its website platform, known for its robustness and ability to scale, thus accommodating varying levels of website traffic. Inventory Management System: A digital tool that balances search functionality and vehicle display on dealership websites. This system helps in organizing and presenting vehicle inventory in an efficient and user-friendly manner. Lead Generation Tools: Integrated tools designed to enhance online customer engagement. These include options for payment calculations, mobile-friendly interfaces, advanced search filters, and adaptable calls-to-action (CTAs). Vehicle Promotion Features: Tools for showcasing vehicle specials. This includes full-screen sliders for high-impact visuals, monthly specials displays that comply with OEM guidelines, and landing pages optimized for user engagement and conversion. Vehicle Research Tools: Provides comprehensive information on each vehicle model, including over 60 high-quality images, 360-degree exterior views, interior panoramas, and detailed, SEO-optimized descriptions. Marketing and Advertising Services: Search Engine Marketing: Management of Google Ads campaigns, focusing on performance and maximizing conversions. This service includes various ad formats like vehicle listing ads, responsive text ads, and automated strategy implementation. Social Media Marketing: Creation and management of social media ads, particularly for automotive inventory. This service encompasses a range of ad formats and sizes, including image, animated, and video ads, tailored for platforms like Facebook and Instagram. YouTube Advertising: Utilization of monthly offer videos in YouTube ad campaigns, executed through the Google marketing platform. Display and Conquest Marketing: Campaigns run on the Google marketing platform, using INTICE’s proprietary technology. These campaigns aim at capturing potential customers’ attention through targeted advertising. Email Marketing: Tailored email campaigns designed to reach and engage potential customers. This service involves creating personalized content and offers, geared towards driving leads and conversions. Enhanced Lead Conversion Technologies: Leadmaker: A promotional tool offering incentives like Visa cards for test drives. TradeValue-Express (Trademaker): An interactive feature allowing website visitors to obtain trade-in values and express cash offers for their vehicles. Shopper-Express (Dealmaker): A comprehensive digital retailing tool that facilitates online transactions, including trade-in valuations, payment calculations, and
    credit applications. CreditScore-Express (Loanmaker): A feature that enables customers to check their credit scores through
    a soft credit inquiry, aiding in the loan application process.
  3. The Software. In order to administer the Program, INTICE will employ various proprietary software applications (the “Program Software”). Dealer acknowledges and agrees that it will not have any ownership or license rights to the Program Software, and that the Program Software embodies and constitutes valuable intellectual property rights of INTICE, including, but not limited to, copyrights and trade secrets, and that INTICE now holds and shall retain all rights, title and interest to the Program Software.  Upon termination of this Agreement, Dealer shall retain no rights of any nature with respect to the Program Software or the Program.
  4. Services. During the term of the Agreement, INTICE shall render the following services in support and as part of the Program (the “Services”):

(i) INTICE shall maintain a program server capable of administering the Program, including but not limited to receipt of automatic dial-in, computer-generated reports or signals of Program interruption or malfunction, or by telephone or network transmission, operator reports of system irregularities;

(ii) INTICE shall maintain a telephone line that allows Dealers to report Program operation problems;

(iii) INTICE shall use all reasonable diligence to correct verifiable and reproducible errors when reported to INTICE in accordance with INTICE’s standard reporting procedures.  INTICE shall, within 72 hours of verifying that such an error is present, initiate work in a diligent manner toward development of an error correction, but in no event will INTICE be liable to Dealer for interruptions in service, business interruptions, loss of data, or any loss of anticipated revenue arising under any theory of liability from INTICE’s performance of the Services; and

(iv) INTICE may from time to time update the Program to implement error corrections, minor enhancements, and, in certain instances major enhancements.  Any such updates shall be included in the Services without additional charge to Dealer, provided that if such enhancement is requested by Dealer, Dealer may be subject to supplemental charges mutually agreed to by INTICE and Dealer. Dealer shall provide all necessary assistance to accommodate INTICE’s administration of the updated Program.

  1. Recordkeeping. If a consumer completes an information request using a tool described in Section 1(a) above, INTICE will provide Dealer a complete copy of the request so that Dealer may process the information and at Dealer’s discretion, contact the consumer. Dealer will be responsible for maintaining all records associated with such request after provision of the request to Dealer.
  2. Compliance with Laws. Notwithstanding any provision of this Agreement to contrary, Dealer will have sole and exclusive responsibility and liability for ensuring, and will ensure, that the Program and Dealer’s use of data collected via the Program complies with all applicable federal, state, and local laws and regulations.
  3. No Exclusivity; No Implied License; Limitations on Use. Dealer’s use of the Program is non-exclusive, and INTICE reserves the unrestricted right to market and distribute the Program to others, including but not limited to Dealer’s competitors. Dealer acknowledges and agrees that this Agreement in no way shall be construed to provide to Dealer any express or implied license to copy, reproduce, use, sell, distribute, or prepare saleable derivative works based upon the Program.  The Program shall be used solely in connection with Dealer’s Business and for no other purpose.
  4. License to Use Dealer Marks. Dealer hereby grants to INTICE during the Term of this Agreement (as defined below), a non-exclusive, non-transferable, sublicensable license to use the trade names, trademarks, service names and other proprietary marks and/or copyrightable materials supplied by Dealer (the “Dealer Marks”) as is reasonably necessary to administer the Program and provide the Services. Dealer represents, warrants and covenants that at all times during the term of this Agreement, the Dealer Marks and the use thereof as permitted pursuant to this Agreement will not violate any law or infringe upon or violate any rights of any person.
  5. Program Elements. Dealer acknowledges and agrees that, other than the Dealer Marks as defined above, INTICE or third parties will own all right, title and interest in and to the distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, links, trade dress and stylistic convention (including the digital implementations thereof) included in the Program, and the total appearance and impression substantially formed by the combination, coordination and interaction of these elements and any copyrights or other intellectual property rights therein (the “Look, Feel and Functionality”). INTICE will have the sole and exclusive right to determine Look, Feel and Functionality of the images used, except as otherwise provided in this Agreement.
  6. Term; Fees. The term of this Agreement (the “Term”) will commence upon execution of this Agreement and will remain in full force and effect for an initial period of one month, which Term will be automatically extended for an unlimited number of successive one month periods unless one party gives notice to the other of intent to terminate at least 30 days prior to the initial 1-month period or any 1-month period following. INTICE may also terminate this Agreement immediately upon notice to Dealer if INTICE determines in its reasonable discretion that Dealer has violated or is likely to violate this Agreement.  Following termination, Dealer will continue to be responsible for paying for all INTICE invoices covering offers and/or discounts to incentivize consumers to interact with Dealer or Dealer’s website (“Incentive Offers”) that must be sent to consumers completing redemption forms for such Incentive Offers prior to the effective date of termination.  Within 120 days of the effective date of termination of this Agreement, INTICE will refund to Dealer the cost of any Incentive Offers purchased by Dealer which remain unused.  In exchange for the Services and benefit of the Program, Dealer agrees to pay INTICE a monthly fee, agreed between the parties, due and payable on the 10th day of each month (the “Due Date”). Such monthly fee is exclusive of taxes and government-imposed fees, and Dealer will be solely responsible for any such taxes and government-imposes fees (other than taxes based on INTICE’s net income). Interest will accrue on amounts not paid by the Due Date at the lesser of (i) one and one-half (1.5%) per month or (ii) the highest rate permitted by law. Further, during the period in which a past due balance remains pending, INTICE may suspend any or all Services to Dealer.
  7. Confidentiality. “Confidential Information” consists of (a) proprietary business methods and strategies; (b) all customer and prospective customer lists of either party; (c) the terms of any business or strategic relationship; (d) the parties’ marketing philosophy and objectives; I technological developments of either party; (f) financial results of the parties; (g) the terms and conditions of the Agreement; or (h) any other confidential information of the parties which is marked “Confidential” or “Proprietary.” Each party will use the Confidential Information of the other solely for performing its respective obligations under the Agreement.  Any such Confidential Information will be protected by the recipient thereof from disclosure to others, unless requested otherwise in writing by the owner of such information or as permitted by this Agreement, with at least the same degree of care as that which is accorded to the recipient’s own confidential and proprietary information, but not less than reasonable care for the entire term of the Agreement and for three (3) years thereafter.

Confidential Information will not include information: (1) which is known to the receiving party prior to commencing any discussions with the disclosing party on the subject matter of the Agreement; (2) which is or becomes known to the public generally through no fault or action of the receiving party; (3) is developed by the receiving party as a result of its own internal efforts and not as a direct or indirect result of the disclosure of information by the disclosing party; (4) is disclosed by the disclosing party with a written waiver of the restriction of this section; or (5) is obtained by the receiving party from a third person who is not known by the receiving party, or reasonably should be known by the receiving party, to be under obligation of confidence to the party whose information is disclosed.

If the receiving party is compelled by law to disclose Confidential Information, it will provide the disclosing party with at least five (5) business days’ prior written notice of such disclosure (to the extent legally permitted) and any assistance the disclosing party requests to contest or limit the disclosure at the disclosing party’s cost.

The parties acknowledge and agree that either party’s material breach of this Section 6 is likely to give rise to irreparable injury to the other party for which the non-breaching party will have no adequate remedy at law.  Accordingly, in the event of an actual or threatened breach of Section 6 by one party, the non-breaching party is entitled to obtain injunctive relief against the breaching party in addition to all other remedies available at law or in equity.

  1. Confidential Information– – Return of Materials. Upon expiration or termination of the Agreement, the parties agree to return or, if return is impractical, delete with written certification all Confidential Information of the other, including any customer lists, documents, records, notebooks, discs, tapes or data residing or recorded in electronic media, and all other copies of Confidential Information. Notwithstanding the foregoing and subject to the terms of this Agreement, a party may retain (i) Confidential Information it is required to retain in order to comply, or reasonably demonstrate compliance with, laws and regulations applicable to it or (ii) Confidential Information stored in an automated archive or backup system that will be automatically deleted in the course of the party’s business so long as such retained information is not restored to an active system.
  2. Data Processing. The parties will comply with the Data Processing Addendum (“DPA”) attached hereto and incorporated by reference herein. INTICE may update the DPA at any time by providing written notice thereof to Dealer.  I
  3. Other Marketing Activities. Dealer’s other marketing activities will not be restricted in any manner by Dealer’s use of the Services, provided that, during the Term of this Agreement, Dealer agrees not to use any other programs which employ popover windows to make Incentive Offers to consumers.
  4. No Warranty. INTICE does not make, and hereby disclaims, any representations or warranties regarding Dealer’s use of the Services or Program, including without limitation, implied warranties of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, INTICE specifically disclaims any representation or warranty regarding (a) the amount of Dealer sales revenue that may occur during the Term, and (b) any economic or other benefit that Dealer might obtain through the Services.
  5. Independent Contractor. It is agreed and understood that the parties are entering into the Agreement as independent contractors, and that all personnel engaged in work to be done under the Agreement are to be considered for all purposes as employees of INTICE or Dealer as the case may be, and under no circumstances will they be construed or considered to be employees of the other. Nothing contained herein will be construed to place INTICE and Dealer in a relationship of partners, franchisees, joint ventures, principal and agent, or employer and employee.
  6. Indemnification.
  7. INTICE Indemnity. INTICE will defend, indemnify, and hold Dealer and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, representatives, and agents (collectively, “Dealer Indemnitees”) harmless from and against any and all claims, governmental investigations, demands, actions, and proceedings, real or threatened, and all losses, judgments, awards, settlements, damages, fines, injuries, penalties, and costs (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of or related to (i) an allegation that the Services or Program violate the intellectual property rights of a third party except to the extent such violation arises as a result of Dealer’s actions or actions taken by INTICE at the request of Dealer; (ii) a Security Incident as defined in the DPA; or (iii) INTICE’s gross negligence or willful misconduct.
  8. Dealer Indemnity. Dealer will defend, indemnify, and hold INTICE and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, representatives, and agents (collectively, “INTICE Indemnitees”) harmless from and against any and all claims, governmental investigations, demands, actions, and proceedings, real or threatened, and all Losses arising out of or related to (i) any breach or alleged breach of this Agreement by Dealer or (ii) Dealer’s gross negligence or willful misconduct.
  9. Indemnity Procedure. The party seeking indemnification (the “Indemnified Party”) will give prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim for which indemnification is sought under this Agreement. Failure to give such notice will not relieve the Indemnifying Party of its obligation to provide indemnification except to the extent that such failure materially adversely affects the ability of the Indemnifying Party to defend the applicable claim. The Indemnifying Party may elect to assume the defense and control of any such claim at its own cost and expense and the Indemnified Party will have the right to be represented by its own counsel at its own cost in such matters. The Indemnifying Party will use counsel reasonably acceptable to the Indemnified Party. Neither the Indemnifying Party, nor the Indemnified Party, will settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other party, including the payment of money, without the prior written consent of the other party, which will not be unreasonably withheld or delayed. Each party will reasonably cooperate with the other party and its counsel in the course of defense of any claim, such cooperation including, without limitation, providing documents, information, and/or witnesses.
  10. Limitation of Liability. INTICE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES RELATED TO THIS AGREEMENT OR THE SERVICES AND PROGRAM PROVIDED HEREUNDER. INTICE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGE AMOUNT MORE THAN THE AMOUNT PAID BY DEALER TO IT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE ALLEGED LIABILITY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO DEALER IN FULL.
  11. Miscellaneous Provisions.
  12. Notices: All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be made by: (i) certified mail, return receipt requested; (ii) Federal Express, Express Mail, or similar overnight delivery or courier service; (iii) delivery in person or by facsimile; or, for notices to Dealer, by email, to the address/phone number/email address appearing elsewhere in this Agreement or to such other address or email address as any party hereto may have designated by written notice forwarded to the other party in accordance with the provisions of this Section. Notices shall be deemed given at the time of delivery or refusal of delivery thereof.
  13. Binding Agreements; Non-Assignability. Each of the provisions and agreements herein contained shall be binding upon and inure to the benefit of the personal representatives, heirs, devisees, successors and assigns of the respective parties hereto; but none of the rights or obligations attaching to either party hereunder shall be assignable without the other party’s written consent. Notwithstanding the foregoing, INTICE my assign this Agreement or any of its rights or obligations hereunder without Dealer’s consent to the surviving entity in a merger or consolidation, or to the purchaser of all or substantially all of its assets.
  14. Entire Agreement. This Agreement, and the other documents referenced herein, constitute the entire understanding of the parties hereto with respect to the subject matter hereof shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly approved and executed by each of the parties hereto (except the DPA which may be updated in accordance with Section 8 above).
  15. Severability and Survivability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal for any reason whatever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. Provisions of this Agreement which by their nature are intended to survive the termination hereof, including, without limitation, indemnification, confidentiality, payment, interpretation, and enforcement provisions, shall be deemed to survive.
  16. Headings. The headings of the Agreement are inserted for convenience and identification only, and are in no way intended to describe, interpret, define or limit the scope, extent or intent hereof.
  17. Application of Florida Law; Venue. This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of Florida without regard to its conflicts of law provisions. Venue for all purposes shall be deemed to lie within Hillsborough County, Florida.
  18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
  19. Force Majeure. Except for the obligation to make payments when due hereunder, all other obligations under this Agreement shall be suspended for so long as one or both parties hereto are prevented from complying with the provisions hereof by acts of God, the elements, riots, war, epidemic/pandemic, acts of Federal, State or local governments, agencies or courts, strikes, lockouts, damage to or destruction or unavoidable shut down of necessary facilities, or other matters beyond their reasonable control (specifically excluding, however, matters of mere financial exigency); provided, however, that any party so prevented from complying with its obligations hereunder shall promptly notify the other party thereof and shall exercise all due diligence to remove and overcome the cause of such inability to comply as soon as practicable.
  20. Legal Fees and Costs. If a legal action is initiated by any party to this Agreement against another, arising out of or relating to the alleged performance or non-performance of any right or obligation established hereunder, or any dispute concerning the same, any and all fees, costs and expenses reasonably incurred by each successful party or his or its legal counsel in investigating, preparing for, prosecuting, defending against, or providing evidence, producing documents or taking any other action in respect of, such action shall be the joint and several obligation of and shall be paid or reimbursed by the unsuccessful party(ies). 
  21. Third-Party Content Exclusion Clause Notwithstanding any other provision of this Agreement, INTICE reserves the exclusive right, at its sole discretion, to refuse or exclude the installation, integration, or display of any third-party content, applications, widgets, or materials on the dealership’s website managed under this Agreement. This right may be exercised by INTICE without prior notice to the dealership and without the need for providing any justification. The dealership acknowledges and agrees that INTICE’s decision to exclude third-party content shall be final and not subject to appeal or negotiation. For the purposes of this clause, “third-party content” refers to any digital content, applications, widgets, tools, or materials that are not owned by, licensed to, or created by INTICE. This includes, but is not limited to, content provided by other vendors, partners, or third-party service providers that have not been expressly approved by INTICE for use or integration on the dealership’s website. The dealership agrees to fully cooperate with INTICE in the removal or disabling of any third-party content from the dealership’s website when such content is deemed by INTICE to be incompatible with the website’s performance, security, user experience, or INTICE’s business interests. This clause is intended to maintain the integrity, security, and optimal performance of the dealership’s website and to ensure a consistent and high-quality user experience as provided by INTICE’s technology solutions and services.

DATA PROCESSING ADDENDUM

 Last Revised: January 2, 2024

This Data Processing Addendum (“Addendum”) is between INTICE, Inc. (“INTICE”) and the Dealer utilizing INTICE’s services (“Dealer”), and amends and is incorporated into the INTICE 360 Website Dealer Agreement (“Agreement”).  All capitalized terms not otherwise defined in this Addendum will have the meaning given to them in the Agreement.  In the event of any inconsistency or conflict between this Addendum and the Agreement, this Addendum will govern.  This Addendum will survive termination or expiration of the Agreement for so long as INTICE possesses Personal Data (as defined below).

  1. The following definitions shall apply in the Addendum:

“Applicable Privacy Laws” means all applicable current and future United States federal, state, and local laws, ordinances, regulations, and orders relating to privacy, data security, and the processing, storage, protection, and disclosure of Personal Data, including, but not limited to, the California Consumer Privacy Act (“CCPA”), California Privacy Rights Act (“CPRA”), and the Gramm-Leach-Bliley Act including its implementing regulations (“GLBA”).

“Data Subject” means a natural person about whom Personal Data relates and includes, without limitation, a “consumer” as defined under CCPA/CPRA and a “consumer” and “customer” as defined under GLBA.

“Data Subject Rights Request” means a request by a natural person to exercise one or more rights provided to such person under Applicable Privacy Laws.

“Personal Data” means any information INTICE Processes on behalf of Dealer in connection with the services it provides to Dealer under the Agreement that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable person or household and includes, without limitation, “personal information” as defined under CCPA/CPRA and “non-public personal information” as defined under GLBA. The specific categories of Personal Data Processed by INTICE are set forth in Attachment A (“Scope of Processing”).

“Process” or “Processing” means any operation or set of operations that are performed upon Personal Data or on sets of Personal Data, whether or not by automatic means, such as access, collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Data to a third party for monetary or other valuable consideration. A “sale” does not include disclosure of Personal Data to a third party when the applicable Data Subject uses or directs Dealer or INTICE, as applicable, to (i) intentionally disclose their Personal Data or (ii) intentionally interact with one or more third parties. “Sale” and its variants may be used uncapitalized in this Addendum for ease of reading.

“Security Incident” means the unauthorized or unlawful access, use, disclosure, alternation, or destruction of Personal Data in INTICE’s possession or control.

“Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Data to a third party for cross-context behavioral advertising or targeted advertising (as defined under Applicable Privacy Laws), whether or not for monetary or other valuable consideration. “Share” does not include disclosure of Personal Data to a third party when the applicable Data Subject uses or directs Dealer or INTICE, as applicable, to (i) intentionally disclose their Personal Data or (ii) intentionally interact with one or more third parties. “Share” and its variants may be used uncapitalized in this Addendum for ease of reading.

  1. INTICE Obligations.
  2. INTICE will Process Personal Data only for the limited and specified purpose of fulfilling its obligations under the Agreement and in accordance with Dealer’s written instructions, which are documented in this Addendum and the Agreement. Notwithstanding the foregoing, INTICE may also Process Personal Data as necessary for INTICE to comply with law, to prevent/address fraud or security risks, and to conduct research and development activity to improve the services provided to Dealer.
  3. INTICE will not (i) sell or share Personal Data; (ii) retain, use, or disclose Personal Data for any purpose other than the specific purpose of performing its obligations under the Agreement, including retaining, using, or disclosing the Personal Data for a commercial purpose other than fulfilling its obligations under the Agreement; or (iii) retain, use, or disclose Personal Data outside of the direct business relationship between Dealer and INTICE. Notwithstanding the foregoing, INTICE may integrate third-party features or tools into website(s) it manages on behalf of Dealer that may facilitate cross-context behavioral advertising or targeted advertising. Dealer directs the integration of such third-party features or tools into its website(s), acknowledges that the services provided by such third-party features or tools may result in sharing of Personal Data, understands that such third parties will not be considered subprocessors under this Agreement, and releases INTICE of liability related to such third-party features or tools.
  4. INTICE will Process Personal Data in accordance with Applicable Privacy Laws and will provide the same level of privacy protection to Personal Data as required by data controllers/businesses under the relevant Applicable Privacy Laws.
  5. All Personal Data will be deemed to be owned by the Dealer and is Dealer’s Confidential Information. INTICE and all INTICE personnel and permitted subprocessors that Process Personal Data are under a binding obligation to protect the confidentiality and integrity of such Personal Data.

e.

  1. INTICE will implement reasonable technical, administrative, organizational, and physical safeguards to protect against unauthorized or unlawful access, use, disclosure, alteration or destruction of Personal Data in accordance with Applicable Privacy Laws. INTICE will notify Dealer within seventy-two (72) hours of INTICE’s determination that a Security Incident has occurred. Such notice will include, to the extent known: (a) a description of the Security Incident, a summary of the event(s) that caused the Security Incident, and the date and time of the relevant event(s); (b) the categories and approximate numbers of individuals and Personal Data records impacted; (c) the nature and content of the Personal Data affected; (d) contact information of the data protection officer or other contact point where more information can be obtained; and (e) any measures taken to address the Security Incident. INTICE will reasonably cooperate with Dealer in Dealer’s investigation of the Security Incident. Except to the extent strictly required by Applicable Privacy Laws, Dealer will not make any public statement or send any notification to any third party including governmental agencies or Data Subjects regarding the Security Incident that identifies INTICE without first obtaining INTICE’s consent to the timing and content of such statement/notice, which will not be unreasonably withheld.
  2. INTICE will notify Dealer in writing promptly after INTICE determines it is no longer able to meet its obligations under Applicable Privacy Laws or this Addendum with regard to the privacy and data security of the Personal Data Processed by INTICE. Upon receipt of such notice, or upon Dealer’s reasonable determination that such notice was required but not provided, Dealer may take reasonable steps, with written notice to INTICE and at Dealer’s cost, to stop and/or remediate INTICE’s noncompliant Processing of such Personal Data.

h.

  1. INTICE will, upon Dealer’s request and at Dealer’s cost, provide reasonable assistance to correct, amend, delete, or take any other reasonable action with respect to Personal Data in connection with a Data Subject Rights Request. Dealer will notify INTICE of Data Subject Rights Requests received by Dealer for which INTICE’s assistance is needed and provide information reasonably necessary for INTICE to comply with such Data Subject Rights Requests.
  2. INTICE will keep and provide to Dealer, upon request, accurate and up-to-date records relating to the Processing of Personal Data by INTICE.
  3. At the direction of Dealer, and at Dealer’s cost, INTICE will reasonably assist Dealer in conducting a data protection impact assessment, risk assessment, cybersecurity audit, and/or consultations with any governmental authority required by Applicable Privacy Laws.
  4. To the extent prohibited by Applicable Privacy Laws, INTICE will not combine Personal Data it Processes on behalf of Dealer with personal data it Processes on behalf of third parties or itself.
  5. Upon termination of the Agreement or upon Dealer’s request, INTICE will return or destroy, at Dealer’s option, any or all Personal Data in its possession or control unless (i) retention of such Personal Data is required by, or is advisable to prove compliance with, laws or regulations applicable to INTICE; (ii) such Personal Data is retained in an automatic archive or backup system and will be deleted from such system in the ordinary course of INTICE’s business; or (iii) Dealer consents to the retention thereof. If return of Personal Data is impracticable in INTICE’s sole discretion, INTICE may delete such Personal Data. INTICE may charge a reasonable fee for the return of Personal Data.
  6. Dealer Obligations
  7. Dealer will use reasonable means to prevent the provision of Personal Data to INTICE of Data Subjects located outside the United States of America.
  8. Dealer will provide all notices, and obtain all consents, required to be provided to or obtained from Data Subjects for the Processing of Personal Data as anticipated by the Agreement and this Addendum.
  9. Dealer will use INTICE’s services in compliance with Applicable Privacy Laws and will not request INTICE to take any action that would result in INTICE or Dealer violating Applicable Privacy Laws

 

 

Attachment A
Scope of Processing

 

  1. Subject Matter: The context for the Processing of Personal Data is INTICE’s provision of the website management and lead conversion services under the Agreement.
  2. Duration of Processing: INTICE will Process Personal Data until termination of the Agreement, or until earlier directed by Dealer to cease Processing Personal Data.
  3. Nature and Purpose of Processing: INTICE will Process Personal Data in order to provide and manage (i) one or more websites on behalf of Dealer including associated analysis, marketing, and lead conversion features, (ii) various software solutions for the marketing and sale of automobiles; and (iii) Incentive Offer programs.
  4. Categories of Data Subjects: INTICE will Process Personal Data that relates to any and all Data Subjects about whom Dealer transfers Personal Data to INTICE, or authorizes INTICE to collect Personal Data regarding, to provide services under the Agreement.
  5. Categories of Personal Data Processed (mark all that apply):
  • Identifiers such as a real name, alias, postal address, phone number, unique personal identifier, online identifier, Internet Protocol address, email address, account name, social security number, driver’s license number, passport number, or other similar identifiers
  • Personal information described in subdivision (e) of Cal. Civ. Code § 1798.80 such as name, signature, social security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. This category of Personal Data may overlap with other categories.
  • Characteristics of protected classifications under California or federal law
  • Commercial information, including records of personal property, products or services purchased, obtained, or considered, or other purchasing or interest histories or tendencies
  • Internet or other electronic network activity information, including, but not limited to, browsing history, search history, and information regarding a Data Subject’s interaction with an internet website application or advertisement
  • Geolocation data (approximate)
  • Audio, electronic, visual, thermal, olfactory, or similar information
  • Professional or employment-related information
  • Education information
  • Inferences drawn from any of the information identified above to create a profile about a Data Subject reflecting the Data Subject’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and/or aptitudes
  1. Categories of Sensitive Personal Data Processed (mark all that apply):
  • Social security, driver’s license, state identification card, passport number, or similar government identifier
  • Account log-in, financial account debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account
  • Precise geolocation (area equivalent to a circle with a radius of 1,850 feet or less)
  • Racial or ethnic origin
  • Religious or philosophical beliefs
  • Union membership
  • Content of a Data Subject’s mail, email, and text messages unless Dealer is the intended recipient of the communication
  • Sex life or sexual orientation
  • Citizenship or immigration status