INLAND EMPIRE TOYOTA DEALERS ADVERTISING ASSOCIATION WEBSITE ACCESS and VISITOR DATA COLLECTION AGREEMENT
By accepting the terms of service you (“Dealer”) are entering into an agreement (“Agreement”) with E2 Media Inc. (“E2 Media“), the advertising agent for the Inland Empire Toyota Dealers Advertising Association (“IETDAA”). Under the terms set forth below, Dealer grants E2 Media and its agents access to its website for purposes of installing code that will collect and store the browser, internet service provider and online behavioral activity information of those individuals visiting the Dealer’s website (“Identified Visitors”). In exchange, E2 Media will use this information to provide real-time, targeted advertising to the Identified Visitors and follow-on advertising of Toyota vehicles to the Identified Visitors when they later visit webpages of publishers (e.g. cnn.com) participating in certain advertising exchanges (collectively the “Services”).
1. Dealer grants E2 Media and its third party advertising agent access to its website for purposes of installing code (“Code”) that will collect and store the browser, internet service provider and online behavioral activity information (“Information”) of Identified Visitors. E2 Media’s third party advertising agent is the owner of the data collected by the Code, and may use the data in any manner without restriction, except as may be outlined in this Agreement.
2. E2 Media’s third party advertising agent is an authorized licensee of the Code. Dealer will not 1) copy, modify, adapt, translate, or otherwise create derivative works of the Code; 2) rent, lease, sell, assign, sublicense, or in any manner transfer rights to or in the Code; 3) reverse-engineer, decompile, disassemble or otherwise attempt by any means to create or derive, in whole or in part, the Code, 4) claim or assert any right of ownership in the Code; or 5) authorize or permit any other third party to do the same.
3. Dealer grants E2 Media and its third party advertising agent permission to access and collect Google Analytics data from Dealer’s website; and will use the data to provide the Services. E2 Media’s third party advertising agent is the owner of the data, and may use the data in any manner without restriction, except as may be outlined in this Agreement.
4. Dealer agrees to adopt, comply with and publish either directly or indirectly through a link on its website the Privacy Policy Statement appearing on the BuyaToyota.com website. Additionally, Dealer will comply with the Notice and Choice provisions of the 2013 NAI Code of Conduct and any and all revisions thereto. See www.networkadvertising.org.
5. Dealer agrees to disclose to Identified Visitors accessing its website that the website will use cookies to collect non-personally identifiable information; and Dealer agrees to provide all Identified Visitors with the ability to choose whether to permit the collection and use of their information. Dealer agrees to allow E2 Media’s third party advertising agent to place an Ad Choices link on Dealer’s website that will connect Identified Visitors to the BuyaToyota.com Privacy Policy statement and to an opt-out tool.
6. For the rights granted herein, to the fullest extent permitted by law, Dealer shall defend, indemnify and hold harmless E2 Media and its third party advertising agent and their agents, officers, 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 Dealer’s or its third-party agents’ breach of any term or condition of this agreement, or from Dealer’s use of the Services.
7. This Agreement may be cancelled with sixty days written notice by either party.
8. 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 website.
9. This Agreement constitutes the entire and only agreement between the parties concerning E2 Media and its third party advertising company’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.
10. Dealer acknowledges and agrees that E2 Media will engage third party technology providers to assist in connection with providing the Services and that E2 Media and its third party advertising agent shall not be liable for any acts or omissions of such third parties. E2 Media 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 E2 Media nor its third party advertising agent, other agents, officers or independent contractors shall be liable to Dealer for any special, consequential (Dealer 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.