Privacy Policy

WHEREAS Honda and the above-noted dealer ("Dealer") have entered into a Honda Automobile Dealer Agreement as amended (the "Dealer Agreement");

AND WHEREAS Honda and the Dealer wish to enter into an Agreement to deal with data sharing;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the foregoing and the agreement hereinafter contained, Honda and the Dealer hereby covenant and agree as follows:

1. Definitions

1.1 Honda Customer Data

The term "Honda Customer Data" shall mean the Personal Information collected by Honda regarding customers who have purchased or leased or will purchase or lease vehicles, parts, products or services from Honda dealers and is of a nature that is transmitted to Honda by the dealer using the systems used by Honda for the operation of its businesses including vehicle warranty registration data or is collected by Honda itself or through a third party.

1.2 Dealer Customer Data

The term "Dealer Customer Data" shall mean the Personal Information collected by the Dealer regarding customers who have purchased or leased vehicles.

1.3 Other Data

The term "Other Data" shall mean information exchanged by the parties that is not included in the definitions of Honda Customer Data, Dealer Customer Data or Shared Customer Data.

1.4 Personal Information

The term "Personal Information" shall have the meaning ascribed to this term by the applicable Privacy Laws and relates to an identifiable individual.

1.5 Shared Customer Data

The term "Shared Customer Data" shall consist primarily of information in one of the following three categories:

• "Vehicle Data" means information about the make, model, year, date of purchase and/or warranty service history of any vehicle which has been purchased or leased from any dealer,
• "Customer Data" means any information about the customer’s identification including but not limited to the name, address and telephone number of the owner or lessee of the vehicle, and
• "Vehicle Sales Data" means any information relating to the terms of any sales, lease, and finance transactions between Dealer and its customer.

2. Purpose

The purpose of this agreement is to agree upon a protocol for the sharing and use of customer Personal Information and Other Data by the Dealer and Honda in an effort to maximize the parties' success in the marketplace.

3. Privacy Law Compliance

The parties acknowledge that there are many varied interpretations of privacy laws in Canada including the Personal Information Protection and Electronic Documents Act and any applicable provincial privacy legislation as introduced, amended or replaced from time to time ("Privacy Laws") and the compliance program that Honda has developed for itself and its dealers. The privacy compliance program developed by Honda is simply intended to be a reasonable effort to achieve a basic level of compliance with Privacy Laws by Honda and its dealers at a reasonable cost and without extensive disruption to the business operations of the parties. The Dealer shall comply with Honda’s privacy compliance program as designated by Honda from time to time.

4. Dealer Management Systems and Data Exchange

4.1 Dealer Management Systems

The Dealer shall maintain a dealer management system for the storage, use and disclosure of the Dealer Customer Data, the Shared Customer Data and Other Data that meet the standards stipulated by Honda from time to time.

4.2 Exchange of Customer Data and Other Data

Honda and the Dealer are currently exchanging certain Dealer Customer Data in the Dealer’s Dealer Management System, certain Honda Customer Data and certain Other Data with one another in accordance with the standards stipulated by Honda from time to time. The parties will continue to exchange this information and will exchange additional Dealer Customer Data, Honda Customer Data and Other Data in accordance with these standards and any Shared Customer Data or Other Data shall only be used in accordance with the terms of this Agreement.

5. Standards for use of shared customer data and Other Data

5.1 Use of Shared Customer Data by Honda

Honda may use the Shared Customer Data for the purpose of updating its records and executing corporate marketing programs (including Customer Communication and Retention Programs) developed in conjunction with the applicable Honda Dealer Advisory Team ("Corporate Marketing Programs") or for a group or an individual marketing program agreed upon by the Dealer and Honda from time to time ("Joint Dealer and Honda Marketing Programs").

5.2 Use of Shared Customer Data by Dealer

Dealer may use the Shared Customer Data for the purpose of updating its records and executing Joint Dealer and Honda Marketing Programs approved by Honda.

5.3 Dealer Customer Data and Honda Customer Data

Subject to the terms of this Agreement, Honda shall keep the Dealer Customer Data to which it is given access confidential in accordance with the terms of the Dealer Agreement. Subject to the terms of this Agreement, Dealer shall keep the Honda Customer Data to which it is given access confidential in accordance with the terms of the Dealer Agreement. Honda and the Dealer will have security standards in place for this data in compliance with the standards set by Honda from time to time.

5.4 Opt-out Customers

Both Honda and the Dealer shall take reasonable steps to ensure that Opt-out Customers are not contacted for marketing purposes and any direct mail marketing campaigns include a customer opt-out permitting customers to contact Honda and the Dealer to advise that no marketing communications be sent or marketing contact be made in the future.

5.5 Other Data

The parties will use Other Data exchanged pursuant to this Agreement in accordance with the agreements made by the parties from time to time. The parties agree to keep the Other Data received pursuant to this agreement confidential in accordance with the terms of the Dealer Agreement.

6. Vendors given access to customer data

6.1 Vendor Contracts

Both Honda and the Dealer shall ensure that they have written contracts in place with any third parties (a "Vendor") given access to the Shared Customer Data, the Honda Customer Data or the Dealer Customer Data to ensure that:

• Any Personal Information collected by the Vendor to supplement the data is only collected in compliance with Privacy Laws and the Approved Privacy Policy,
• The Vendor only uses the data for the purposes of supplying the services for which the Vendor is engaged, including any marketing services,
• The Vendor keeps all data confidential,
• The Vendor implements such security standards, controls, protocols and protections as may be stipulated by Honda from time to time for the protection of Personal Information to which the Vendor has access or collects in connection with the engagement,
• The Vendor shall refer any complaints or inquiries regarding such Personal Information or compliance with Privacy Laws to Honda,
• The Vendor will cooperate with Honda in connection with requests to allow access to, correct, block, suppress or delete such Personal Information,
• The right to audit the Vendor’s compliance with the terms of the supply contract from time to time, and
• The Vendor returns the data and all copies of the data on request or at the end of the engagement of the Vendor for the particular services concerned.

6.2 Monitoring

Honda and the Dealer shall make reasonable efforts to monitor and enforce compliance by any such Vendors with the terms of the aforementioned vendor contracts.

6.3 HCFI

It is acknowledged that Honda and HCFI will be sharing the Shared Customer Data from time to time and that in respect of that data HCFI shall comply with Section 7.1 of the Agreement.

7. Indemnities

7.1 Dealer Indemnities

Dealer shall indemnify, release, and hold Honda, its affiliates and their respective officers, directors, employees and agents, past, present and future, harmless from and against any liability, damages, losses, costs, judgments, fines, penalties or expenses, including legal expenses, arising out of claims, demands, actions, causes of action, proceedings or suits, whether in law or in equity, due to, arising out of, incidental to or in connection with any acts or omissions of Dealer, its employees or its subcontractors which result in a breach by Dealer of any of the terms of this Agreement.

7.2 Honda Indemnities

Honda shall indemnify, release, and hold Dealer, its affiliates and their respective officers, directors, employees and agents, past, present and future, harmless from and against any liability, damages, losses, costs, judgments, fines, penalties or expenses, including legal expenses, arising out of claims, demands, actions, causes of action, proceedings or suits, whether in law or in equity, due to, arising out of, incidental to or in connection with any acts or omissions of Honda, its employees or its subcontractors which results in any breach by Honda of any of the terms of this Agreement.

7.3 Term of Indemnities

The indemnities shall survive for an indefinite term and shall not be terminated by the termination or expiry of this agreement, unless the parties sign a written document specifically to that effect.

8. Effective Date

This Agreement shall come into full force and effect when it is executed by Honda.