Foureyes Connect^™ for Groups
Terms and Conditions

Foureyes, LLC, a Delaware limited liability company and/or its subsidiaries or affiliates (“Service Provider” or “Foureyes”), has agreed to provide certain services to you (“Services”), the Client (“Client”), as described in and pursuant to the terms of these Foureyes Connect Terms (“Agreement”) and the Services Agreement order form (the “Services Agreement”). For the scope of this Agreement, Client means the auto group, who on its own behalf and on behalf of each of the respective dealers the auto group hereby enrolls in the Services, both individually and collectively.

Background.

In connection with the Services provided to Client, Service Provider is providing the Foureyes Connect™ product (“Foureyes Connect”) to Client via the Foureyes proprietary data platform (“Foureyes Platform”) as described and in accordance with the Terms herein.

Client Data.

To provide the Foureyes Services provided via Foureyes Connect, Client understands and agrees that, on Client’s behalf, Service Provider collects and processes certain data submitted and/or connected to the Foureyes Platform by Client, including data collected through Client's use of Foureyes tools and/or Client's instance of a data source that Client authorizes connection directly to Service Provider via API or otherwise (“Client Data”). For clarity, Client Data may include certain raw data, such as Client’s sales and marketing data collected by the Foureyes Platform on behalf of Client through an existing Foureyes product, through Foureyes proprietary tracking systems, or through other Client-directed vendors or sources. Client acknowledges and agrees that Client Data may include Client’s historical data and insights collected under Client’s other agreements with Foureyes, but prior to this Agreement becoming effective. Client further understands and agrees that Client Data includes certain business intelligence data generated by Foureyes through the application of an interpretive logic layer to Client Data using Service Provider’s proprietary Foureyes technology (“Processed Data”) on client’s behalf, as applicable based on Client’s use of Foureyes Connect. Client understands and agrees that “Client Data” excludes Foureyes Data and Anonymized Data (both as defined below).

Client acknowledges and agrees that Client is solely responsible for, and that Service Provider shall have no liability to Client or to any third party (including any Dealer Directed Party (as defined below) or data source) in connection with, the accuracy, sufficiency, quality, and/or legality of the Client Data. Service Provider does not and will not assess or verify the accuracy, sufficiency, quality, or legality of the Client Data. This includes, without limitation, any Client Data that may be sent to, received from, and/or displayed by Foureyes through the Foureyes Platform on behalf of Client’s Dealer Directed Party(ies).

Foureyes Data.

Service Provider collects and generates certain inventory and industry data that it sources across public data sources and licenses through the Foureyes Platform (“Foureyes Data”). Client understands and agrees that as between Client and Service Provider, Service Provider owns and has the right to freely use and disclose Foureyes Data. Service Provider grants Client a non-transferable license to the Foureyes Data exclusively for use as part of the Services provided under this Agreement.

Anonymized Data.

Client acknowledges and agrees that Service Provider may aggregate the Client Data with other data sources and/or de-identify the Client Data in order to remove any personal data such that the Client Data can no longer be used to identify Client or any unique individual (“Anonymized Data”). Anonymized Data may be used by Service Provider for any lawful business purpose. For purposes of clarity, the Anonymized Data will not contain any personal data of any of Client’s customers. As between Client and Foureyes, Foureyes owns and has the right to freely use and disclose Anonymized Data for its business purposes, provided that Anonymized Data may not be disclosed in a manner that identifies, or could be used to identify, Client, or otherwise associates Client with such data.

Client System Access and Rights.

Client acknowledges and agrees that where Client chooses to connect a data source to the Foureyes Platform, Client is solely responsible for ensuring that such connection is compliant with the terms and conditions of any such data source. Client represents and warrants that it has obtained and shall maintain all necessary permissions and/or consents to enable such connection. Client acknowledges and agrees that it is agreeing to and enabling access to such data source(s) by Service Provider and the Foureyes Platform and remains in control of such access.

To the extent that Client connects a CRM, and where and as necessary to enable Service Provider access to such CRM, Client agrees to provide Service Provider a CRM login and hereby authorizes Service Provider to access the Client’s CRM, via the CRM login or API as applicable, as an agent of Client for the purpose of: (i) collecting Client’s raw data from the CRM; and (ii) updating Client’s CRM records using the Client Data and other data provided by Dealer Directed Parties. Service Provider shall have no liability to Client, any Dealer Directed Parties, or to any third party in connection with Service Provider’s provision of the Services hereunder (including Service Provider’s CRM access), so long as such use is in accordance with the terms of this Agreement. Client authorizes Service Provider to accept and/or agree on Client’s behalf to any click through or other agreements that are presented to Service Provider in connection with Service Provider’s access to the CRM. However, because Service Provider is accessing the CRM on Client’s behalf, Service Provider is not itself bound by and does not itself agree to be subject to any such click-throughs or other agreements. Client represents and warrants to Service Provider that: (i) any personal data (as defined by applicable privacy laws) contained in Client’s CRM has been collected by Client with all appropriate consents; and (ii) that Client has all necessary rights to disclose such personal data to Service Provider and, where applicable, the Dealer Directed Parties, and to authorize Service Provider and, where applicable, the Dealer Directed Parties, to process such personal data as contemplated in this Agreement, in each case, in accordance with all applicable privacy laws.

Should the Services provided to Client involve the use of an interface integration with Client’s instance of a CRM provided by the Reynolds and Reynolds Company (“Reynolds”), Client agrees that (a) Client shall only use the Services in connection with Client’s own CRM instance that is covered under the applicable Services Agreement; (b) Client shall not copy, disassemble, decompile, and/or reverse engineer any aspects of the Services, including without limitation any technology, methods, documentation or processes of the Reynolds interface embodied in therein (the “Reynolds Interface”); (c) Reynolds reserves all rights, title and interest in and to the Reynolds Interface; and (d) Client will not (i) transfer to or allow third parties to access to the Reynolds Interface embodied in the Services; (ii) lend, lease, sublicense or pledge the right to access or use the Services, including the Reynold’s Interface; nor (iii) provide outsourcing services involving the Services and/or the Reynolds Interface.

Call Tracking Services.

Depending on the functionality that Client elects or enables, the Services may enable Client to make use of and/or access certain toll-free and local tracking numbers (“Numbers”), as well as associated call analytics services and associated software (collectively, “Call Tracking Services”).  If Client elects or enables Call Tracking Services, Client acknowledges and agrees that Client is solely responsible for: (i) its use of any consumer data collected or maintained by Client with respect to the Call Tracking Services and for implementing appropriate policies and procedures with respect to the privacy and security of such consumer data; (ii) (a) advising all callers to the Numbers (in addition to all receivers of outbound calls using the Call Tracking Services) that calls may be recorded, transcribed, monitored, analyzed and/or archived; and (b) ensuring that the content of any recorded call notification(s) and the implementation thereof is compliant with all applicable local, state, provincial, territorial, and federal laws and regulations; (iii) providing any notices to callers and for obtaining any consents and/or permissions from call receivers as required by applicable local, state, provincial, territorial, and federal laws and regulations; (iv) using and/or accessing the Call Tracking Services in strict compliance with all applicable local, state, provincial, territorial, and federal laws and regulations; and (v) the content of any calls, SMS or text messages, or other communications sent using the Call Tracking Services.  Client acknowledges and agrees that all use of the Call Tracking Services is at the Client’s sole risk.

AI-Assisted Features.

Certain features of the Services may involve the generation of content by an AI system. Client understands and agrees that such content may contain errors, inconsistencies, or outdated information. It is provided as-is without any warranties or guarantees of accuracy. Client understands that it is utilizing this content at its own risk and agrees that Service Provider will have no liability for damages or losses resulting from the use or reliance on this content. Client further agrees pages displaying AI-generated content will bear a notice as reasonably specified by Service Provider stating that such content was generated in part with the use of an artificial intelligence assisted software model.

Dealer Directed Parties.

Client expressly authorizes Service Provider to provide and/or make available the Client Data to applicable third parties (the “Dealer Directed Party(ies)”) as directed by Client and with Client’s consent, such consent to be managed by Client in Client’s Foureyes Connect interface where Client’s data sharing preferences may be updated by Client at any time. The Foureyes Connect interface will be the sole means by which Client may manage its data sharing preferences with such Dealer Directed Parties, and Client shall at all times ensure (and shall be solely responsible for ensuring) that its data sharing preferences are current and up-to-date. Client acknowledges and agrees that Client shall be solely responsible for, and that Service Provider will have no liability to Client in connection with, Client’s management of its data sharing preferences. So long as an Dealer Directed Party is authorized to send and receive the Client Data via Foureyes Connect pursuant to Client’s data sharing preferences in Client’s Foureyes Connect interface, Client will be presumed to have directed and consented to Service Provider’s providing and/or making available the Client Data to such Dealer Directed Party and Client shall be authorized to provide and/or make available the Client Data to such Dealer Directed Party, regardless of whether Client’s relationship with such Dealer Directed Party has expired or been terminated by Client.

Where Service Provider is sharing or disclosing Client Data to Client’s Dealer Directed Parties, any such sharing or disclosure is intended for the Dealer Directed Party’s use only in connection with the rights granted by Client to such Dealer Directed Party in Client’s agreement(s) with such Dealer Directed Party. However, because the Foureyes Connect is a tool which enables the provision of the Client Data to Client’s Dealer Directed Parties as directed and approved by Client, Service Provider will not be responsible for the Dealer Directed Party’s use of the Client Data and/or the Dealer Directed Party’s data security or privacy practices in connection with the Client Data. Client is solely responsible for: (i) ensuring that its Dealer Directed Parties implement and maintain appropriate administrative, physical and technical safeguards to ensure the confidentiality, integrity and security of the Client Data; (ii) ensuring that its Dealer Directed Parties use and act upon the Client Data as directed and/or authorized by Client in Client’s agreements with such Dealer Directed Party; and (iii) ensuring that its Dealer Directed Parties comply with applicable data privacy laws and/or other laws, rules or regulations applicable to the use of the Client Data. Client acknowledges and agrees that any dispute between Client and a Dealer Directed Party (including as to the Dealer Directed Party’s use of the Client Data) is solely between Client and the Dealer Directed Party, and does not involve or implicate Service Provider. Client agrees to indemnify, defend, and hold harmless Service Provider for, from and against any and all damages, losses, liabilities, claims, fines, penalties and expenses (including costs of investigation and defense and reasonable attorneys’ fees) in connection with any such disputes and/or with respect to the Dealer Directed Parties’ use of the Client Data generally. All risk associated with a Dealer Directed Party’s use of the Client Data is solely with Client.

Client acknowledges and agrees that Service Provider’s ability to provide and/or make available the Client Data to a Dealer Directed Party is subject to, and conditioned on, the Dealer Directed Party entering into appropriate agreements with Service Provider. To that end, Client agrees that it will require such Dealer Directed Parties to enter into the necessary agreements with Foureyes that will govern their access to the Foureyes Platform and Foureyes Connect as a Dealer Directed Party. Nothing in this Agreement is contingent on or conditioned upon Client having or maintaining any such agreements with any particular Dealer Directed Party.

Data Retention.

Service Provider will retain any Client Data constituting Client’s customer information throughout the Term of this Agreement, including any extensions or renewals thereof, based on Client’s direction herein that Client has a legitimate business purpose for retention of such Client Data. Service Provider will permanently dispose of any such Client Data collected pursuant to the terms of this Agreement following the termination of the Services Agreement unless otherwise required to retain it to fulfill another contractual obligation owed to Client or as may be required by law or court order.

Service Provider Rights.

Service Provider hereby retains, and is expressly granted, a non-exclusive, worldwide, perpetual (except as otherwise set forth in this Agreement), irrevocable (except as otherwise set forth in this Agreement), royalty-free, fully paid-up, freely transferable, and freely sublicensable license to: (i) provide the Services to Client; (ii) retain the Client Data to power the Foureyes Platform and other Foureyes products and services (iii) provide and/or make available the Client Data with Dealer Directed Parties as authorized by Client and/or in this Agreement; and (iv) create the Anonymized Data and freely use and exploit the Anonymized Data for any lawful business purposes.

Client Rights and Consents.

Client represents and warrants to Service Provider that it has all necessary rights and authority, and during the term of this Agreement will maintain all necessary rights and authority, to bind the Client to the terms and conditions of this Agreement.

Data Privacy and Consumer Protection Laws.

As the data controller and business, Client is solely responsible for, and Service Provider will have no liability to Client or to any third party in connection with, Client’s compliance with its obligations under all applicable local, state, provincial, territorial, and/or federal laws and regulations relating to the creation, collection, use, maintenance, security, and/or processing of personal data (or “personal information,” as relevant under the applicable laws), including without limitation, the California Consumer Privacy Act and any implementing regulations therein (together, the “CCPA”) and/or other applicable US state privacy laws, the Gramm-Leach-Bliley Act (“GLBA”), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM”), the Telephone Consumer Protection Act (“TCPA”) and, in Canada, the applicable privacy legislation, such as the Personal Information Protection and Electronic Documents Act (“PIPEDA) and the Canadian anti-spam legislation (“CASL”), all as amended, replaced, or superseded from time to time. The parties hereby agree that the Foureyes Data Processing Addendum (“DPA”)is hereby incorporated into and made part of this Agreement by reference and agreed to by the parties. Any disclosure of Client Data by Service Provider will be subject to the Foureyes DPA. While Service Provider will assist Client, as required under applicable law, in implementing consumer opt-out, deletion, or other data rights requests, Client understands and agrees that Client, as the business/data controller, is solely responsible for compliance with all applicable obligations related to consumer data rights under applicable laws, including, but not limited to, the intake of and response to consumer requests to opt out of targeted advertising or to delete personal information. Client, as the business/data controller, is solely responsible for compliance with transparency and other notification requirements under applicable local, state, provincial, territorial, and federal laws, including, but not limited to, providing legally compliant and adequate privacy notices regarding its processing of personal data and is solely responsible for addressing the processing of personal data via the Foureyes Services, Foureyes Platform, and Foureyes Connect in its privacy notice.

Intellectual Property.

The parties acquire no rights to any intellectual property of the other party owned, created, or licensed by the other party by virtue of this Agreement, including any disclosure and/or use thereof by the other party pursuant to this Agreement. Service Provider is and shall at all times remain the sole and exclusive owner of all right, title and interest in and to its Foureyes Platform, Foureyes Connect, and all related products and technology, and may terminate Client’s and/or a Dealer Directed Party’s use of the Foureyes Platform and/or Foureyes Connect at any time.

Indemnity.

Client will defend, indemnify, and hold harmless Service Provider, its predecessor entities, parent entities, successor entities, partners, affiliates and suppliers and for each its members, partners, shareholders,  officers, directors, employees, and agents (“Indemnified Parties”) from and against any and all third party claims, demands, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to (i) any allegation that Client, including without limitation Client’s employees and third-party contractors, and/or one or more of the Indemnified Parties has violated any law or regulation; (ii) Indemnified Parties contacting Client’s customers or prospective customers, (iii) errors in Client’s data, systems and software and any data sources that Client has connected with Foureyes Connect , such as third-party systems or software, regardless of source, (iv) Client’s relationship, data, and/or services with each respective Dealer Directed Party(ies) that may be related to or displayed as part of the Foureyes Connect Services and/or (v) Client’s breach of this Agreement. However, no indemnification is owed for Indemnified Parties’ conduct if after a final adjudication it is determined that the harm was caused solely by Indemnified Parties’ fraud or intentional misconduct.Unless the parties have previously entered into a DPA that has been separately negotiated and executed in writing between the parties, the parties hereby agree that the Foureyes Data Processing Addendum (“DPA”)is hereby incorporated into and made part of this Agreement by reference and agreed to by the parties.

Disclaimer; Limitation of Liability.

SERVICE PROVIDER DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, NON- INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS OR WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. CLIENT ACKNOWLEDGES AND AGREES THAT THE USE OF FOUREYES CONNECT AND THE DATA IS AT CLIENT’S AND EACH APPROVED PARTY’S OWN RISK AND IS PROVIDED “AS IS”. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, INFORMATION, OR CONTENT, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THIS AGREEMENT, THE SERVICES, ACCESS TO THE CLIENT’S CRM (IF APPLICABLE), AND/OR THE DATA, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY LEGAL OR EQUITABLE THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT. SERVICE PROVIDER’S AND ITS AFFILIATES AND SUBSIDIARIES TOTAL AGGREGATE LIABILITY TO CLIENT UNDER THIS AGREEMENT, NO MATTER THE THEORY OF LIABILITY OR RECOVERY FOR WHICH CLIENT IS ALLEGED TO BE LIABLE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO SERVICE PROVIDER BY CLIENT OR ON THE CLIENT’S BEHALF (IF THE FEE IS PAID BY THE APPROVED PARTY) FOR THE CLIENT’S USE OF THE SERVICES DURING THE 30-DAY PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE CAUSE OF ACTION FOR WHICH SERVICE PROVIDER IS ALLEGED TO BE LIABLE. SERVICE PROVIDER DOES NOT WARRANT OR GUARANTEE THE DATA’S COMPLETENESS, LEGALITY, CORRECTNESS, ACCURACY, OR TIMELINESS. ANY FEATURES OR FUNCTIONS OF FOUREYES CONNECT THAT PREDICT OR SUGGEST FUTURE OUTCOMES OR RESULTS IS INFORMATIONAL ONLY, AND CLIENT ACKNOWLEDGES AND AGREES THAT SERVICE PROVIDER CANNOT AND DOES NOT GUARANTEE ANY PARTICULAR OUTCOMES OR RESULTS.

Access and Use.

Client acknowledges and agrees that Client shall be solely responsible for all Client settings, access to, and use of Foureyes Connect directly or indirectly by or through the Client’s systems or its or its authorized users' access credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. This includes, without limitation, any data that may be received or displayed by Foureyes on behalf of Client’s Dealer Directed Party(ies). Client’s responsibility specifically includes, but is not limited to, the sole determination of the prior express written consent of a Client’s customer, prospective customer and/or website user to be contacted by Client, regardless of whether the contact is made, without limitation, by Client, Client’s Dealer Directed Party(ies), Client’s dealer(s), Foureyes, or agent(s) of any of them. Client further acknowledges and agrees that if Client uses a single CRM across all of its Dealers, the aforementioned prior express written consents expressly include consent for the Client’s dealers to contact the Client’s customer, prospective customer, and/or website user. Client further acknowledges and agrees that if each of Client’s dealers use a separate CRM, each such dealer shall have a separate prior express written consent which will expressly include consent for that dealer to contact the Client’s customer, prospective customer, and/or website user. Client acknowledges and agrees that in the use of Foureyes Connect the Client may be required to categorize certain messages to Client’s customer, prospective customer and/or website user by selecting from a list of categories, and that Client is solely responsible for ensuring the categorization is correct and acknowledges that Foureyes will rely upon the accuracy of Client’s categorizations. Foureyes makes no representations or warranties with respect to the information provided to Client.

Notification of Unauthorized Use.

Client shall not, and shall not permit any other person to, access or use Foureyes Connect except as expressly permitted by this Agreement and, in the case of third party materials, the applicable third party license agreement. Client will use its commercially reasonable best efforts to prevent any unauthorized use of the Services, the Client Data, or Foureyes Connect and will immediately notify Service Provider in writing of any unauthorized use that comes to Client’s attention. If there is unauthorized use by anyone who obtained access to the Services or Foureyes Connect through Client, Client will take all steps reasonably necessary to terminate the unauthorized use. Client will reasonably cooperate and assist with any actions that Service Provider takes to prevent or terminate the unauthorized use of the Services or Foureyes Connect. If Client becomes aware of any actual or threatened activity prohibited by this paragraph, Client shall, and shall cause its authorized users to, immediately: (i) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Foureyes Connect and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (ii) notify Service Provider of any such actual or threatened act.

Governing Law; Arbitration.