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By accepting these Terms and Conditions for HomeNet Integration (“Terms”), You hereby agree that you have read, understand, and agree to be bound by these Terms, You warrant that You are duly authorized to accept these Terms, and that these Terms constitute a legal, valid, and binding obligation of Dealer (as defined below).
These Terms are incorporated by reference to the applicable Dealer Agreement signed by Dealer and OpenTV, Inc. (“Kudelski IoT”). Kudelski IoT may modify these Terms from time to time. If Kudelski IoT makes material changes to these Terms, it will provide notice and continued use after notice constitutes acceptance of updated Terms.
I. Definitions:
a. “Deidentified and Aggregated Usage Data” means Usage Data that has been de-identified and aggregated, such that the identity of a specific Dealer, Customer, Rooftop, Authorized End User, individual and/or Company cannot be determined from such data.
b. “HomeNet Brand” means any one or more of HomeNet’s trademarks, service marks, trade names, domain names, logos, business and product names, slogans, and registrations and applications for registration thereof.
c. “Inventory Data” means information relevant to new vehicles and used vehicles available for sale or lease in your inventory, including, but not limited to, VIN, vehicle description (trim, specifications, mileage, etc.), price, comments, and any photographs.
d. “Inventory Polling” means (i) collection of Inventory Data by accessing, polling, copying, extracting, downloading.
e. “Usage Data” means any data, information, imagery, statistics or analytics gathered, obtained, received, or generated by HomeNet by, through, or as a result of the provision of the HomeNet Products to Dealer that does not identify an individual personally. Usage Data may include, without limitation, data pertaining to a specific transaction conducted via the HomeNet Products, such as, but not limited to, the length of time a particular vehicle was available for purchase, as long as such information does not include information about the particular consumer engaging in the purchase of said vehicle.
f. “You” means the authorized representative of the dealership accepting these Terms and that executed the applicable Dealer Agreement with Kudelski IoT (“Dealer”). Any of your rights or obligations pursuant to these Terms extend to the Dealer.
II. Permission to Access Dealer DMS Data:
You hereby grant HomeNet, LLC (“HomeNet”), its affiliates and designated third-party services providers a limited, non-exclusive, worldwide license and right to access Dealer’s Dealer Management System ("DMS") and or Dealer’s Inventory Management System ("IMS") and Inventory Data for the purposes of providing Inventory Polling. HomeNet will import the Inventory Data into the HomeNet will import the Inventory Data into the RecovR platform to allow Inventory Polling within the Dealer Application (as defined in the Dealer Agreement) to allow Inventory Polling within the Dealer Application.
III. Restrictions and Rights on Use of HomeNet Services:
a. You or Dealer may not (i) copy or duplicate any software component of any HomeNet Products, to the extent duplicable; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any HomeNet Products is compiled or interpreted, and Company acknowledges that nothing in this Agreement will be construed to grant Company any right to obtain or use such source code; (iii) modify any software component of any HomeNet Products or Documentation, or create any derivative product from any of the foregoing, except with the prior written consent of HomeNet, which consent may be withheld in the sole discretion of HomeNet.
b. You may not sublicense the HomeNet Products to any third party (it being understood that Dealer may make the applicable HomeNet Products available to its authorized end users).
IV. HomeNet’s Use of Dealer’s Data.
a. You understand and agree that HomeNet shall have the right to use, market, distribute, disseminate, and/or sell Usage Data collected through Dealer’s use of the HomeNet Products;
b. HomeNet may not use the Usage Data for any purpose; provided, however, that HomeNet may use Deidentified and Aggregated Usage Data for analytics.
V. Ownership and Retained Rights.
Nothing in these Terms will be deemed to be a transfer of any ownership rights in or to the HomeNet Products or HomeNet Brand from HomeNet to Dealer, and HomeNet retains all right, title and interest in and to the HomeNet Products and the HomeNet Brand, including all copies thereof in any form or medium, whether now known or existing or hereafter developed, and further including all copyrights, patents, trade secrets, trademarks or trade names therein.
VI. Confidentiality.
The Confidentiality terms in the applicable Dealer Agreement extend to any HomeNet confidential information learned by Dealer in its receipt of the HomeNet Products. Dealer understands and agrees that disclosure of HomeNet’s confidential information shall not be permitted during the term of the Dealer Agreement and for five (5) years following termination of the Dealer Agreement.
VII. Disclaimer.
You understand and agree that the HomeNet Products are not provided, designed, or manufactured by Supplier. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KUDELSKI IOT DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY, TITLE, AND/OR NON-INFRINGEMENT. KUDELSKI IOT DOES NOT WARRANT THAT THE HOMENET PRODUCTS WILL MEET DEALER’S REQUIREMENTS OR THAT THE OPERATION OF THE HOMENET PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED, EXCEPT AS SET FORTH IN ANY SCHEDULE HERETO. EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, KUDELSKI IOT DOES NOT WARRANT OR MAKE ANY REPRESENTATION, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY CONTENT, INFORMATION OR DATA INFRINGES ON ANY THIRD PARTY’S COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OR RIGHTS OF PUBLICITY OR PRIVACY, (2) VIOLATES ANY LAW, STATUTE, ORDINANCE OR REGULATION (INCLUDING WITHOUT LIMITATION THE LAWS AND REGULATIONS GOVERNING EXPORT CONTROL, UNFAIR COMPETITION, ANTI-DISCRIMINATION, OR FALSE ADVERTISING), (3) IS DEFAMATORY, TRADE LIBELOUS, UNLAWFULLY THREATENING OR UNLAWFULLY HARASSING, OR (4) CONTAINS ANY VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, CANCELBOTS OR OTHER COMPUTER PROGRAMMING ROUTINES THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, OR (5) IS FALSE, MISLEADING OR INACCURATE. The disclaimer contained in this section does not affect the terms of HomeNet’s warranties, if any may be passed through to You. You rely solely on the manufacturer’s specifications for the design or use of the HomeNet Products in high-risk environments including aircraft or automobile safety devices or navigation, life support systems or medical devices, nuclear facilities, or weapon systems and not rely on any statements, specifications, photographs or other illustrations of the HomeNet Products that may be provided by Kudelski IoT or its affiliates. You acknowledge that no employee of Kudelski IoT or its affiliates is authorized to make any representation or warranty on behalf of Kudelski IoT or HomeNet or any of their respecitve affiliates that is not expressly in these Terms.