Please read the RouteOne Shop Click Drive (SCD) Amendment and check the box to agree to the terms.
RouteOne Shop Click Drive (SCD) Amendment
This Shop Click Drive Amendment to Dealer Participation Agreement (“SCD Amendment”) is entered into by and between Dealer and RouteOne LLC (“RouteOne”), collectively, the “Parties” and each individually, a "Party." The Parties are parties to a Dealer Participation Agreement (as amended or otherwise modified, the "Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in (or by reference in) the Agreement. Any reference to the Agreement after the effectiveness hereof shall be deemed to refer to the Agreement as amended or otherwise modified hereby.
WHEREAS, Dealer and RouteOne have entered into the Agreement for Dealer’s participation in RouteOne’s credit aggregation system located at www.routeone.net (the “CAS”);
WHEREAS, the Parties desire to modify the Agreement to include the Shop Click Drive Service, as defined herein; and
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- "Dealer Profile Information" means all configuration information provided by Dealer for use with the SCD Integration, including but not limited to, setup information, vehicle pricing and rate markup options and amounts, used vehicle value selection and subscription information, insurance/warranty pricing information, Dealer-estimated fees, Dealer or RouteOne-estimated taxes, finance source selection criteria for SCD Auto Submit, and decision selection criteria for SCD Auto Export.
- "Dealer Transaction Data" means all information related to any product or service subject to a transaction between Dealer and SCD Consumers or Dealer and GM including but not limited to Dealer Profile Information.
- "Shop Click Drive Service" or "SCD Service" means a RouteOne-provided computer service that will enable Dealer to (i) receive credit applications from an SCD Consumer, (ii) automatically run a credit bureau report on such SCD Consumer from credit bureau agencies from which the Dealer has subscribed credit report services, (iii) submit such credit applications automatically to one or more SCD Finance Sources based on Dealer-defined finance source selection criteria, (iv) allow Dealers to manually submit such credit applications to non-SCD Finance Sources with whom Dealer has an existing relationship, (v) provide used vehicle valuations from such used vehicle valuation providers that Dealer has subscribed for such used vehicle valuation service to SCD Consumers, (vi) automatically export a single decision to Entrega or other third party hosting provider for the SCD Website as identified by GM for display on the SCD Website to such SCD Consumer based on Dealer defined decision selection criteria, and (vii) configure Dealer specific deal settings for use in displaying potential deal structures to SCD Consumers, including, but not limited to, estimated taxes and fees, vehicle pricing and rate markup options and amounts, and insurance/warranty pricing information.
- "SCD Consumer" means a consumer interacting with the SCD Website and which has selected Dealer via the SCD Website.
- "SCD Finance Source" means a finance source participating in the RouteOne SCD Service.
- "SCD Integration" means the use of the CAS to receive or import Dealer Transaction Data or Dealer Data from the SCD Website into the CAS or send or export Dealer Transaction Data or Dealer Data from the CAS to the SCD Website.
- "SCD Website" means a website, provided by GM and hosted by Entrega, or other third party hosting provider as identified by GM, that allows consumers to view Dealer’s available vehicles, view pricing of such vehicles, structure potential sale or lease deals, obtain trade-in vehicle values, submit credit applications to Dealer, and receive credit application decisions from Dealer.
- "Entrega" means Entrega Systems Group, Inc., a Michigan corporation.
- "GM" means General Motors LLC, a Delaware limited liability company.
Services Provided by RouteOne: During the term of RouteOne’s agreement with GM relating to the SCD Service:
- SCD Auto Submit: RouteOne shall provide SCD Auto Submit functionality to Dealer as described herein. “SCD Auto Submit” means functionality such that upon Dealer’s receipt of a credit application from a SCD Consumer via the SCD Website, RouteOne will automatically request a credit bureau report (on behalf of Dealer and for delivery to Dealer only, using such credit bureau provider as identified by Dealer and from which the Dealer has subscribed credit report services) on such SCD Consumer, send such credit application submitted by such SCD Consumer to one or more SCD Finance Sources based on Dealer-defined finance source selection criteria, provided the following conditions are met: i) Dealer has an active relationship with such SCD Finance Sources, and ii) the credit application contains all data fields required by such SCD Finance Sources.
- SCD Auto Export: RouteOne may provide SCD Auto Export functionality to Dealer as described herein. “SCD Auto Export” means functionality such that upon the return of a credit decision from SCD Finance Sources on a credit application that was submitted by an SCD Consumer through use of the SCD Website and SCD Integration, to automatically select one credit application decision for display to such SCD Consumer based on Dealer-defined decision selection criteria, along with any applicable rate markup as specified in the Dealer Profile Information, and automatically export such credit decision and rate markup via the SCD Integration to the SCD Website without any additional action needed by Dealer.
- SCD Dealer Configuration: RouteOne shall provide to Dealer the ability for Dealer to administer and maintain Dealer Profile Information (“SCD Dealer Configuration”).
- Dealer Authorization for SCD Integration, SCD Auto Submit, and SCD Auto Export: Dealer represents and warrants that it has entered into a written agreement to participate on the SCD Website with GM. Dealer authorizes RouteOne to effect the SCD Integration, SCD Auto Submit functionality, and SCD Auto Export functionality as described herein. For the avoidance of doubt, as part of the SCD Integration, SCD Auto Submit functionality, and SCD Auto Export functionality, Dealer authorizes RouteOne to receive credit application information from, and return credit application decision information to, Entrega or other third party hosting provider of the SCD Website as identified by GM. In order to facilitate Dealer’s participation in the SCD Website, Dealer further authorizes RouteOne to disclose Dealer’s current, and any future, Dealer Profile Information to GM, Entrega, or other third party hosting provider for the SCD Website as identified by GM. Dealer acknowledges that its relationship with GM is governed by the terms of Dealer’s existing agreement with GM and that RouteOne is not a party to any such agreement. Dealer agrees that RouteOne has the authority to immediately terminate the SCD Integration, SCD Auto Submit, or SCD Auto Export functionality upon the request of either the Dealer or GM, or upon RouteOne’s decision to terminate the provision of any such services.
Dealer Eligibility to Participate
- Dealer's participation in the Shop Click Drive Service is conditioned upon Dealer having a commercial relationship with GM. Dealer acknowledges that Dealer’s relationship with GM is governed by the terms of Dealer’s existing agreement(s) with GM and that RouteOne is not a party to any such agreement. Dealer agrees that Dealer’s participation in the Shop Click Drive Service is conditioned upon GM’s acknowledgement of such existing relationship and approval of Dealer’s participation on the SCD Website. Dealer will hold RouteOne harmless and indemnify RouteOne against any claims asserted against RouteOne that arise from any agreement between Dealer and GM or between Dealer and any of its customers or other third parties. Dealer agrees that RouteOne has the authority to immediately terminate Dealer’s access to the Shop Click Drive Service upon notification that GM is not or is no longer doing Shop Click Drive Service business with Dealer.
- Dealer further covenants that it shall employ security measures, consistent with industry practices, reasonably designed to prevent internal and external breaches of its network or system security that could result in unauthorized access to the Shop Click Drive Service or RouteOne’s systems or modification or use of any data stored therein. Dealer shall promptly notify RouteOne of any such network security breach that resulted in or that may have resulted in unauthorized access to the Shop Click Drive Service or RouteOne’s systems or the modification or use of any data stored therein.
- Grant of Permission Regarding Dealer Data: Dealer grants RouteOne permission to access, use and compile Anonymous Dealer Data (as such term is defined in the Agreement) related to Dealer’s use of the SCD Service for the purpose of generating reports for GM.
- Grant of Permission Regarding Data: Notwithstanding any term or condition in the Agreement, any amendment, or addendum to the contrary, in addition to the permissions granted regarding Dealer Data in the foregoing agreements, Dealer grants RouteOne permission and authorization to access, use, and compile all data or other information entered by Dealer, received via an integration, or generated by Dealer (inclusive of Dealer Data) in connection with RouteOne providing services to Dealer via: (i) the CAS; (ii) the RouteOne Desking Services; (iii) the RouteOne eContracting System; or (iv) any other current or future RouteOne product or service.
- Grant of Permission Regarding Enrollment: Dealer grants RouteOne access to Dealer’s RouteOne account (“Account”) for the purpose of enrolling Dealer in the SCD Service (including, for the avoidance of doubt, creating a Dealer System Administrator user and associating such user to Dealer’s Account).
- Compliance with Laws: Dealer shall comply with any and all applicable state and federal laws and regulations relating to Dealer-authorized SCD Integration, provision of applicable or necessary disclosures to SCD Consumers, including but not limited to provision of adverse action notices, provision of risk based pricing or credit score disclosure notices, and the sharing, protection and safeguarding of Dealer Data. Dealer agrees to indemnify RouteOne against any and all claims, demands, actions or proceedings alleging a violation of state or federal law or regulation arising out of Dealer’s use of the CAS, SCD Website, or Dealer-authorized SCD Integration.
LIMITATION OF LIABILITY:
ROUTEONE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY AS TO THE OPERATION OR EFFICACY OF SCD DEALER CONFIGURATION, SCD SERVICE, SCD INTEGRATION, SCD AUTO SUBMIT, SCD AUTO EXPORT FUNCTIONALITY, OR ANY OTHER SCD FUNCTIONALITY INCLUDING ALL IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THE OPERATION OF THE INTERNET, ANY AND ALL NETWORKS, GARBLED OR FAILED COMMUNICATIONS, INACCURACIES IN OR THE TIMELINESS OF THE IMPLEMENTATION OF THE SCD DEALER CONFIGURATION, SCD SERVICE, SCD INTEGRATION, SCD AUTO SUBMIT, SCD AUTO EXPORT FUNCTIONALITY, OR ANY OTHER SCD FUNCTIONALITY. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY ROUTEONE, ITS EMPLOYEES OR REPRESENTATIVES, WILL CREATE A WARRANTY AND NO USER OF THE SCD SERVICE MAY RELY ON ANY SUCH INFORMATION OR ADVICE. IN NO EVENT SHALL ROUTEONE BE LIABLE FOR ANY FAILURE OF THE SCD DEALER CONFIGURATION, SCD SERVICE, SCD INTEGRATION, SCD AUTO SUBMIT, SCD AUTO EXPORT FUNCTIONALITY OR ANY OTHER SCD FUNCTIONALITY OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF ROUTEONE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ROUTEONE BE LIABLE FOR ANY PORTION OF THE SCD WEBSITE OR ANY OTHER COMPUTER SYSTEM HOSTED BY OR UNDER THE CONTROL OF GM, ENTREGA, OR OTHER THIRD PARTY HOSTING THE SCD WEBSITE, OR SUCH PARTIES’ DESIGNEE(S) INCLUDING BUT NOT LIMITED TO SCD WEBSITE CONTENT, GM SCD WEBSITE DISCLOSURES OR LACK OF DISCLOSURES, DEALER PROVIDED CONTENT OR DISCLOSURES OR LACK OF CONTENT OR DISCLOSURES, PROVISION OF ADVERSE ACTION NOTICES, RISK BASED PRICING NOTICES OR CREDIT SCORE DISCLOSURE NOTICES, COMPLIANCE WITH APPLICABLE LAW, DATA SECURITY, OR ANY ACTS OR OMISSIONS OF GM, ENTREGA, THIRD PARTY HOSTING PROVIDERS, OR THEIR DESIGNEES.
This section shall survive any termination of this Agreement.
- Entire Agreement: This SCD Amendment, together with the Agreement, constitutes a complete agreement and the entire agreement between the Parties relating to the subject matter of this SCD Amendment and the Agreement. Notwithstanding the foregoing, Dealer acknowledges that RouteOne reserves the right to amend the Agreement at its sole and exclusive discretion by posting an amendment to the Agreement on www.routeone.net (the “Amendment”) or by providing notice to Dealer by regular mail, facsimile or electronic mail, and said Amendment shall automatically be considered a part of the Agreement. Dealer’s participation and use of the SCD Service after such posting or notice of such Amendment constitutes acceptance of the revised terms and conditions contained in the Amendment.
- Authorization:On behalf of Dealer, I, the undersigned Dealer representative, hereby certify that: (a) Dealer is a corporation or other entity in good standing under all applicable laws and is duly licensed and qualified; (b) Dealer has entered into and currently a party to the Agreement for Dealer’s participation in RouteOne’s CAS located at www.routeone.net; (c) Dealer is not required to obtain the consent of any other person or entity with respect to thereto execution or performance of this SCD Amendment; (d) Dealer has the power and authority to enter into this SCD Amendment; and (e) I am a duly authorized employee, member, agent or representative of Dealer, with all necessary authorization and authority to enter into this SCD Amendment.
- Original Document: The Parties agree that any validly executed SCD Amendment bearing all signatures and any facsimile copies thereof are deemed original documents.
- No Third-Party Beneficiaries: This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, no other person or entity shall have any right or obligation hereunder.
- Full Force and Effect: Except as herein modified, all terms and conditions of the Agreement shall apply to the subject matter of this SCD Amendment and remain in full force and effect, and by executing this SCD Amendment, the Parties ratify and confirm the terms of the Agreement, as modified by the terms of this SCD Amendment.
- General Indemnity: RouteOne agrees to hold harmless and indemnify Dealer, its officers, employees and agents from and against any and all third party claims arising out of a material breach of this SCD Amendment by RouteOne.
- Electronic Authorization: Dealer acknowledges and agrees that this Amendment is entered into pursuant to federal and state statutes governing electronic transactions. Dealer further acknowledges and agrees that its adoption of the terms and conditions via electronic means, and subsequent access to and use of the SCD Service, shall be deemed assent to the terms and conditions herein, and that this SCD Amendment shall be binding and enforceable on its terms notwithstanding the absence of traditional signature. Dealer expressly waives any defense to enforcement of this SCD Amendment under the applicable statute of frauds.