Dealer Sales DNA Agreement

TO AGREE TO OUR TERMS AND CONDITIONS PLEASE COMPLETE THE FORM AT THE BOTTOM OF THE PAGE

We will provide you with access to lapetitemort.info’s proprietary Dealer Sales DNA which benchmarks sales performance, practices and intrinsic personality traits across departments and dealerships (the “Solution”). This Agreement is an agreement between your legal entity executing this Agreement below (“you”) and the lapetitemort.info entity executing this Agreement below (along with its affiliates, “we” or “us”).

  1. PROPRIETARY RIGHTS.

    We grant you a limited, revocable, non-exclusive, non-transferable right and license to access and use the applicable Solution(s) for your internal business purposes. You agree that, without our prior written consent, you will not, or permit any third party to, access, copy or reverse engineer any Solution or remove or circumvent security or technological safeguards, including notices or disclaimers provided with the Solution. Subject to payment of applicable fees, if any, and your compliance with the terms of this Agreement, you own any reports or other deliverables prepared for and furnished to you, including Solution outputs (the “Deliverables”), save that we retain ownership of all concepts, know-how, tools, databases, benchmarks, surveys, frameworks, models and industry perspectives developed or enhanced outside of or in connection with the preparation of such Deliverables, to which we grant you a limited, non-exclusive, non-transferable, non-sublicenseable, worldwide and royalty-free license to use solely in connection with your authorized use of the Solution and Deliverables. We and our licensors own all rights, title and interest, including all intellectual property rights in any form, in the Solutions, including any updates or enhancements thereto or derivatives thereof.
  2. CONFIDENTIALITY.

    You retain ownership of any data, information or other materials that you furnish to us in connection with your use of a Solution (“Confidential Information”), and we keep as confidential all such Confidential Information and will disclose Confidential Information only to our employees, agents and contractors who have a need to know and are bound to protect it and keep it confidential consistent with the terms of this Agreement. We will use and process Confidential Information only (a) for purposes of providing you with the agreed Solution(s) and any related Deliverables and services; (b) to incorporate into our benchmarking databases for use in reporting on sanitized or aggregate trends and metrics without disclosing your Confidential Information and without attribution to you; (c) to evaluate and improve Solution usage, performance and functionality; and (d) as otherwise authorized by you. In order to bring the best of our global resources to serve you, you agree that we may transfer your Confidential Information to geographies other than those in which it was collected or received in order to carry out any activities authorized by you, provided that at all times your Confidential Information will be treated as confidential and protected in accordance with the terms of this Agreement. Confidential Information does not include information that is or becomes publicly available, already known to us, independently acquired or developed by us or legally required to be disclosed, and we will reasonably cooperate with you, at your expense, in responding to any legally required disclosure. We maintain appropriate technical and organizational measures to protect your Confidential Information against accidental or unauthorized destruction, loss or access, and we will protect your Confidential Information in accordance with this Agreement and any additional laws or regulations that apply to us in our capacity as a processor of your data. In return, you acknowledge and agree that you are authorized to provide us with all such Confidential Information and that our authorized use and processing of the same will not violate any law or rights of any third party.
  3. DISCLOSURE OF MATERIALS; PUBLICITY.

    Our work for you is confidential and any Solutions and Deliverables are for your internal use only. We will not disclose any Deliverable to any third parties without your prior written permission. Similarly, you agree that you will not disclose or provide access to any materials or information that we furnish to you, including any Solution or Deliverable, to any third parties without our prior written permission. Each party further agrees not to use the other party’s name or trademarks (including Solution names) in any communication with any third party without the other party’s prior written permission. You may download and print Solution outputs for your internal use and publish your own conclusions based on Solution outputs and Deliverables provided that such conclusions do not (a) disclose any proprietary element of a Solution; (b) disclose any data or information, other than your own Confidential Information, contained in or generated by a Solution (including models or algorithms); or (c) make any reference or attribution to us, including any Solution, without our prior written consent. For the sake of clarity, sanitized or aggregated survey data and analyses may be shared with the franchisor company and/or its affiliates and other franchisees.
  4. USE OF SOLUTIONS AND LIMITATIONS.

    The Solutions are intended to assist you in identifying a range of strategic, competitive and business performance management options, and the effectiveness of any Solution is dependent upon the accuracy of information provided by you and your proper use of the Solution and interpretation of its outputs and we make no representations or warranties as to the accuracy or effectiveness of any Solution or Deliverable. Our services, including the Solutions and Deliverables, are not intended as a substitute for financial, investment, legal, accounting or other professional advice, and we do not supplant your management or other decision-making bodies. You remain solely responsible for your decisions and actions, including your use of the Solutions and Deliverables and your compliance with applicable laws, rules and regulations. The Solutions and Deliverables are provided AS IS and we shall have no obligation to maintain, update or correct any Solution or Deliverable. We shall have no liability to you or any third party for any lost profits or other indirect, consequential, incidental, punitive or special damages, and in no event shall our liability to you in connection with a Solution exceed the fees received by us from you in connection with such Solution during the preceding twelve months.
  5. MISCELLANEOUS.

    This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles and constitutes the entire agreement between the parties, and there are no prior or contemporaneous oral or written representations, understandings or agreements relating to this subject matter that are not fully expressed herein or therein. In the event of any conflict between this Agreement and any other agreement between the parties with respect to any Solution, this Agreement shall control unless such other agreement expressly states otherwise. This Agreement shall apply to any specific Solution for the term agreed by us and you with respect to such Solution, and the terms of this Agreement shall survive your discontinuation of the use of the Solution. Notwithstanding anything else in this Agreement, we may immediately terminate and discontinue your use of any Solution in the event you materially breach the terms of this Agreement. Neither party may assign its rights or obligations under this Agreement to any person or entity without the prior written consent of the other party, not to be unreasonably withheld. Assignment shall not relieve either party of its obligations hereunder. We are an independent contractor and neither we nor our employees shall be deemed your employee, agent or fiduciary. Notwithstanding any course of dealings of the parties at any time or any statement to the contrary contained therein, no purchase order, invoice or other similar document issued by a party shall be construed to modify the terms of this Agreement. Rights and remedies provided in this agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. This Agreement is strictly a commercial contract and may not be used for purposes of providing services to government or public sector entities without the express prior agreement of the parties.
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