These Dealer Feedback Panel Terms (the “Terms”) govern your participation in the Dealer Feedback Panel program (“Panel”) on behalf of the dealership you are an employee of. As a member of the Dealer Feedback Panel (“Member”), you may have the option to participate in certain research studies that CarGurus conducts. CarGurus may give you the option to participate in research studies and feedback opportunities upon signing up to be a Member of the Panel via the Panel registration form (“Form”). In connection with your participation in a Panel, you will: (i) be solely responsible for your responses and ensuring that they are accurate and truthful; (ii) your responses are not infringing on any third-party rights; and (iii) you are employed by the dealership detailed in the Form. If your registration information in the Form changes, including your place of employment, you are solely responsible for notifying CarGurus.
1. Definitions.
“CarGurus Materials” means presentation materials, forms, and other documents in the Panel explaining a product, pilot, feature, or other plan.
“Confidential Information” means all information disclosed by CarGurus to you in connection with your participation in the Panel, whether disclosed in written or other tangible form (including on magnetic media) or by oral, visual or other means. Confidential Information includes, without limitation, all information disclosed by CarGurus (a) that, even if not related to your participation in the Panel, should reasonably have been understood by you to be proprietary and confidential to CarGurus or to a third party because of legends or other markings, the circumstances of disclosure or the nature of the information itself; and (b) information of or relating to the Panel, CarGurus’ products, source code, object code, drawings, know-how, formulas, designs, processes, products, ideas, inventions and other technical, business and financial plans, processing information, pricing information, specifications, research and development information, customer lists, the identity of any customers or suppliers, forecasts and any other information relating to any work in process, future development, forecasts, manufacturing plans, marketing plans, product plans, strategies, financial matters, personnel matters, present or future products, investors or business operations of CarGurus, as well as [the CarGurus Materials,] these Terms and the fact of your participation in the Panel.
“Dealer Feedback Panel” means a CarGurus program for dealers that includes participation in research studies such as surveys, remote or in-person interviews, and unmoderated interviews, outreach for feedback and insights into dealership operations, existing and in- development products, features, and more (each a “Feedback Opportunity”) .
2. Confidentiality. You agree to keep confidential and not disclose to or discuss with any third party any Confidential Information. You may disclose Confidential Information to your employees having a bona fide need to know the Confidential Information in connection with your participation in the Panel, who are informed of the confidential and proprietary nature of the Confidential Information, and who have signed a nondisclosure agreement at least as protective of CarGurus’ rights as those terms and conditions applicable to you under these Terms. You shall notify CarGurus in the event of a known or suspected misappropriation or unauthorized disclosure or use of the Confidential Information and shall take all reasonable steps to limit, stop or otherwise remedy any known or suspected misappropriation or unauthorized use or disclosure of the Confidential Information. Should any of the employees to whom you provide Confidential Information fail to maintain any of such information confidential in accordance with these Terms, you shall be fully responsible for any such breach. These confidentiality requirements continue until the Confidential Information becomes publicly available through no fault of yours.
3. No Conflicting Loyalty. You represent that neither you nor any employee or household member is a) a member of the press or any public newsgroup, or b) an employee or representative of any competitor of CarGurus. You represent that the information provided in your Panel Form is accurate.
4. Feedback. In exchange for being part of the Panel, you agree that you will provide prompt feedback to CarGurus Feedback Opportunities when it is requested (“Feedback”). This may include, without limitation, filing online reports, participating in interviews, maintaining a record of problems or errors, providing suggestions and ideas, and responding to written surveys or emails that may be provided by CarGurus. Feedback may include oral or written comments, suggestions, error reports, and analysis. CarGurus may use, collect, store, modify, and incorporate into its products and services, license and sublicense, any Feedback, comments, or suggestions on the Panel topics that you may provide CarGurus without any obligation to you.
5. Member Obligations. While participating as a Member of the Panel, you must (i) adhere to any and all CarGurus policies, guidelines, and procedures provided to you; (ii) not be in default on any payments to CarGurus in any agreement with CarGurus. If you or your dealership, as described in the Form, are in violation of this Section 5, CarGurus may take action, including without limitation, suspending your participation in the Panel.
6. Panel. CarGurus has sole discretion on who it selects to participate in any given Feedback Opportunity, not every Member will be given the opportunity to participate in every Feedback Opportunity. Upon CarGurus’ sole discretion, CarGurus may indicate that completing a Feedback Opportunity will result in a reward which shall be described in the applicable email. Such reward, if applicable, will be distributed through User Interviews Inc. in the form of a gift card (including charity donations and prepaid cards) from an available retailer. To receive such reward, Member will receive an email with instructions regarding how to receive their reward. You shall not participate in any Feedback Opportunity if you are prohibited by your dealership from doing so. No substitution or cash equivalent of the reward is permitted. The reward is not transferable or refundable. All taxes on the reward are the sole responsibility of the Member.
7. Fees. You will not be charged any fees or entitled to any fees for your participation in the Panel pursuant to these Terms, unless otherwise specified (it being understood and agreed that, for purposes of clarification, you will continue to be charged fees for services and products (“Contracted Products”) in accordance with, and pursuant to, any other agreements between you and CarGurus for those services and products).
8. Ownership. You acknowledge and agree that CarGurus and/or its partners own all right, title and interest in and to the Feedback and the Panel and in all intellectual property rights therein, including but not limited to all copyrights, patents, patent applications, trade secrets, trademarks, and other intangible rights therein. You agree not to use CarGurus' trademarks or other business names for any purpose. You will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks, or other intellectual property rights on account of these Terms or your participation in the Panel. To the extent that CarGurus provides you CarGurus Materials or product information or access to same, you agree that all CarGurus Materials and product information are and remain the sole and exclusive property of CarGurus. Upon the termination of your participation in the Panel or upon written request of CarGurus, you shall promptly return to CarGurus all CarGurus Materials and all other documents and other tangible materials representing Confidential Information and all copies thereof or destroy same (and certify to CarGurus that such destruction has occurred).
9. Limitation of Liability. YOU ACKNOWLEDGE THAT THIS IS THE PANEL AS DEFINED IN THESE TERMS. IN NO EVENT SHALL CARGURUS OR ANY THIRD PARTY PROVIDER BE LIABLE (INCLUDING PURSUANT TO ANY INDEMNIFICATION OBLIGATIONS) TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM YOUR FEEDBACK OR, IN THE CASE OF CARGURUS, ARISING FROM THE ACTIONS OR INACTIONS OF ANY THIRD PARTY PROVIDER, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.
10. Privacy. For purposes of this Panel program, you agree to allow CarGurus, its employees or agents to contact you using the contact information you have provided, such as your name, email, address, and telephone number. CarGurus may store or share this personal contact information with CarGurus employees, agents, or authorized contractors to communicate with you. If you are outside of the United States, you understand and agree that personal contact information will be transferred to the United States and stored on servers in the United States, subject to laws applicable in the United States.
11. Termination. These Terms will automatically expire with respect to the Panel and your participation in the Panel (i) at the end of your employment with the dealership indicated in the Form (an auto-reply indicating that the email address on the Form is no longer valid shall be deemed that your employment with the dealership has ended), (ii) upon Member’s inactivity in the Panel, as determined by CarGurus in its sole discretion, or (iii) at the end of such participation unless terminated sooner in accordance with these Terms. CarGurus, in its sole discretion, may suspend any or all Panel participation without cause at any time. Either party may terminate this Agreement before the end of your participation in the Panel for any reason or no reason, with or without cause, upon written notice (email shall suffice) to the other party. Notwithstanding termination of these Terms, any provisions of these Terms that by their nature are intended to survive, will survive termination.
