CINCINNATI REGION TOYOTA DEALERS ADVERTISING ASSOCIATION, INC. WEBSITE ACCESS and VISITOR DATA COLLECTION TERMS OF SERVICE AGREEMENT

By accepting the terms of service you (“Dealer”) are entering into an agreement (“Agreement”) with the Cincinnati Region Toyota Dealers Advertising Association, Inc. (“CRTDAA”).  Under the terms set forth below, Dealer grants CRTDAA and its agents and independent contractors access to its website for purposes of installing code that will collect and store certain data, including but not limited to, the browser and internet service provider information of those individuals visiting the Dealer’s website as well as information pertaining to such individual’s navigation history (meaning tracking the content searched or viewed by such individual while on the Dealer’s website) (collectively, the “Information”).  The aforementioned individuals visiting the Dealer’s website are hereafter referred to as “Identified Visitors”.  In exchange, CRTDAA will use some or all of this Data to provide follow-on advertising of Toyota vehicles to the Identified Visitors when they later visit the webpages of publishers (e.g. cnn.com, boston.com) participating in certain advertising exchanges or networks (the “Service”).

1. Dealer grants CRTDAA, its third party advertising company (“TCAA, Inc.”) and their other agents and independent contractors, access to its website for purposes of installing code (“Code”) that will collect and store the Information of Identified Visitors.

2. Dealer acknowledges and agrees that CRTDAA may use the Information in any manner without restriction, except as otherwise specifically restricted pursuant to this Agreement; and CRTDAA agrees to use the Information only for the benefit of the CRTDAA and its dealer members, as directed by the CRTDAA Board of Directors.

3. Dealer grants CRTDAA, TCAA, Inc. and its other advertising agents and independent contractors permission to access and collect Google Analytics data from the Dealer’s website.  CRTDAA hereby agrees to keep individual Dealer’s Google Analytics data confidential.  While CRTDAA and TCAA, Inc. reserve the right to publish aggregate Google Analytics data from multiple dealers, they agree not to disclose individual dealers’ Google Analytics data to other dealers or any other party, except the CRTDAA's advertising agents and independent contractors.

4. CRTDAA and Dealer agree to adopt, comply with and publish either directly or through a link on their websites and in all internet advertising, the Privacy Policy Statement appearing on the BuyaToyota.com website.  Additionally, Dealer will follow the Notice and Choice provisions of the 2020 NAI Code of Conduct and any and all revisions or modifications thereto.  See www.thenai.org.

5. CRTDAA and Dealer agree to disclose to Identified Visitors accessing their websites and internet advertising that the website or internet advertising will collect Visitors’ personally identifiable and non-personally identifiable information.  CRTDAA and Dealer further agree to provide all Identified Visitors with the ability to choose whether to permit the collection and use of their information.  The CRTDAA and Dealer may comply with these provisions by prominently displaying the Ad Choices link on their websites and internet advertising.  The Ad Choices link shall connect Identified Visitors to the BuyaToyota.com Privacy Policy statement and to an opt-out tool.

6. CRTDAA is an authorized licensee of the Code.  Dealer may not copy, modify, sell, distribute, sublicense, or in any manner transfer the Code.  Dealer may not reverse-engineer, decompile, or otherwise attempt by any means to create or derive the source code related to the Code, nor authorize any third party to do the same.

7. Dealer agrees to assume responsibility of payment for any fees or charges owed to the Dealer’s designated website provider as a result of implementing the Code on the Dealer’s site.

8. For the rights granted herein, to the fullest extent permitted by law, Dealer shall defend, indemnify and hold harmless CRTDAA, TCAA, Inc., their agents, officers, independent contractors, directors and employees from and against all claims, actions, enforcement actions, proceedings, liabilities, damages, lost profits, losses, contaminated files, loss of use of websites, costs and expenses, including but not limited to attorney’s fees arising out of or resulting from CRTDAA, TCAA, Inc., and their agents: a) access to Dealer’s website; and b) insertion of the Code onto the Dealer’s website; c) storage and use of the Information collected through Dealer’s website; d) Dealer’s failure to adequately disclose the collection and use of the Data; or e) Dealer’s violation of this Agreement or any applicable law, rule or regulation. 

9. This Agreement and the services provided hereunder may be cancelled by CRTDAA upon providing written notice to Dealer.  Dealer may terminate this Agreement by providing sixty (60) days prior written notice to CRTDAA.

10.  Dealer acknowledges and agrees that CRTDAA will engage third party technology providers to assist in connection with providing the Services and that CRTDAA shall not be liable for any acts or omissions of such third parties.  CRTDAA MAKES NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING. THE SERVICES ARE MADE AVAILABLE TO DEALER "AS IS."

11.  Limitation of Liability.  Neither CRTDAA nor its agents, officers or independent contractors shall be liable to Dealer for any special, consequential (even CRTDAA has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of this Agreement or the termination thereof, however caused, and whether based in contract, tort (including negligence), product liability or any other theory of liability.   Dealer waives any claim that these exclusions deprive it of an adequate remedy.   

12. This agreement constitutes the entire and only agreement between the parties concerning CRTDAA’s collection, storage and use of the information of Identified Visitors using the Dealer’s website, and all other prior negotiations, agreements, representations and understandings are superseded hereby.  Should any provision of this Agreement be determined by a court of competent jurisdiction to be illegal or invalid, such unenforceability shall not prevent the enforcement of the remaining provisions or parts of the Agreement.