Auto Imaging (October 2023 Edition)

Auto Imaging is a software based product made available by Zype TV Limited (t/a Auto Imaging) (“Auto Imaging”).

The below sets out the License Agreement applicable to the Auto Imaging Products and Service(s) as described within the Order Form.

Where the Supplier is not Auto Imaging, the Supplier shall act as an authorised reseller of Auto Imaging and the Supplier shall procure that Auto Imaging fulfils supply of the Auto Imaging Product to the Customer on behalf of the Supplier.

Where Auto Imaging is not the Supplier for the purposes of the Agreement, references to Auto Imaging in this Licensing Agreement shall mean Auto Imaging acting on behalf of the Supplier.

This Licensing Agreement is supplemental to the CitNOW Group Terms and Conditions (“Terms and Conditions”) and applies specifically to Auto Imaging. If there is any conflict between the Order Form, these Terms and Conditions and the Licensing Agreement(s), the following order of priority shall apply: (1) the Order Form; (2) the Terms and Conditions; and (3) the Licensing Agreement(s). Defined terms contained in this Licensing Agreement shall have the meaning given to them in the Terms and Conditions.

The following additional definitions apply in this Licensing Agreement.

Definitions

• Auto Imaging Product Commencement Date; the date as defined in the Order Form. Commencement Date shall come into effect on the date the Order Form is signed by Customer.
• Content; includes, but not limited to, images, videos, audio, and graphics of which is captured and uploaded by Customer through the Auto Imaging Product;
• Auto Imaging Product Initial Term; the initial period of this Licensing Agreement, as detailed in the Order Form and calculated from the Auto Imaging Product Commencement Date unless such initial period is extended to align with other Product subscriptions pursuant to clause 5.1 of the Terms and Conditions.
• Managed Devices; the iPhones and mobile data as available from Auto Imaging to provide to the Customer on a subscription basis, pursuant to adherence to the Terms and Conditions and this Licensing Agreement;
• Quality Assurance (“QA”); Quality Assurance
• Auto Imaging Product; the software based product for stock imagery capture.

1. Term and Termination
   1. Break Clause. For the purpose of Auto Imaging Product, Customer is granted a break option to terminate this Licensing Agreement which replaces clause 5.3 (Termination for Convenience) in the Terms and Conditions. If the Customer is unsatisfied with the Auto Imaging Product, the Customer is advised to contact customer@citnowgroup.com to ensure it is using the Auto Imaging Product to its full potential. If the Customer remains unsatisfied, the Customer may cancel its subscription for the Auto Imaging Product within the first ninety (90) days of the Auto Imaging Product Initial Term or any Renewal Term. If the Customer exercises its right to cancel under this clause, it shall only be required to pay the Fees incurred up to the end of the cancellation period for the Auto Imaging Product. No further Fees for the Auto Imaging Product shall be payable. If the Customer does not exercise its right to cancel under this clause, then after the ninety (90) day period has expired, the Agreement shall continue for the Initial Minimum Term. To avoid doubt, this break clause shall not apply to any other Product(s) Customer has subscribed to under the Agreement. Auto Imaging shall also have the right to cancel the supply of the Auto Imaging Product by giving the Customer 90 days’ notice in writing at the start of any Renewal Term for such Product. If Auto Imaging gives notice in respect of CitNOW Product, this Licensing Agreement shall terminate on expiry of the ninety (90) day notice period.
   2. Continuance of the Terms and Conditions and other Licensing Agreements. To avoid doubt, unless the Agreement is terminated in whole pursuant to clause 5 of the Terms and Conditions, if the Customer has purchased other Products/Services which are the subject of a separate Licensing Agreement, the Licensing Agreement and Terms and Conditions in respect of such other Products/Services shall remain in full force and effect, notwithstanding termination of this Licensing Agreement.
   3. Access Rights to Content upon Termination. On termination the Customer will no longer be able to access the Auto Imaging Product. Further, if the Customer is a Dealer Group or an OEM, the Retailers in the Customer’s group will no longer be able to access the Auto Imaging Product. Personal data may be retrieved as outlined in the Auto Imaging Privacy Notice.
   4. Adjustment of Fees. Fees detailed in the Order Form(s) are in relation to the tier of Product and Services subscribed to. Fees detailed within the Order Form(s) shall not change within the first 12 months unless Customer upgrades their Tier or orders any Additional Features. After the first 12 months of the Agreement, Supplier may adjust the Fees in line with RPI* or by 6% of the Monthly Fee, whichever is lowest, however will provide no less than three (3) months’ notice to the Customer (to include email) of any such increase, provided that Supplier may only increase Fees once in every 12 month period.  

      * RPI taken from - Inflation and consumer prices (europa.eu)

2. Auto Imaging Platform
   1. QA Process. QA process is live and real time feedback on rejections is provided by Auto Imaging in the Auto Imaging app during the capture process – Live Quality control and ‘In App Feedback’ is provided in no less than 30 seconds. QA process is performed by employees of Auto Imaging, subcontractors of Auto Imaging and/or AI technology.
   2. Image Uploading. Image uploading as part of the Auto Imaging Product is carried out by a combination of data feeds and APIs. Auto Imaging uses these also to know whether images have successfully been uploaded. It can therefore store images for up to 6 months and subsequently automatically send images as and when vehicles appear on the Customer’s Dealer Management System - should vehicles not be live at the time of capture.
   3. Ownership of Content. Customer is responsible for the Content created and distributed through the Auto Imaging Product, and for seeking consent (or other lawful basis) from any individuals who may appear or whose property may appear within that Content. Customer agrees to defend and hold Supplier harmless against any claim by any third party alleging that Content uploaded by Customer breaks regulations or is illegal, defamatory or infringes any third party’s rights.
   4. Recipients. In accordance with clause 2.3 (Ownership of Content), Customer agrees that Supplier has no liability to the recipients to which Customer sends any Content to and has no liability in respect of possible further distribution by the recipient of any Content. Customer agrees to indemnify Supplier for any losses incurred pursuant to any claims made by any recipients to whom Customer sends Content, or for any claims against Supplier from third parties to whom Content is further distributed to.
   5. Fair Usage. The Monthly Fee as detailed within the Order Form is subject to this Fair Usage Clause. The Monthly Fee as detailed within the Order Form is for the usage of the Auto Imaging Product for up to, and including, 100 vehicles per calendar month. In the event that Customer goes over this figure, in line with this Fair Usage Clause, Supplier reserves the right to charge customer for any usage above 100 vehicles within the next Monthly Invoice. Should Customer consistently, for 3 executive calendar months within the Term, go over this figure, Supplier reserves the right to increase the Monthly Fee in line with the Customers usage. For the avoidance of doubt, this Clause is in addition to 1.4 Adjustment of Fees.
3. Support
   1. Support is provided via Live web chat, Email and Phone Monday to Friday, within Business Hours (as defined Mon-Fri 9am - 5pm UK Time, excluding bank holidays of England & Wales):
      • www.autoimaging.co.uk
      • support@autoimaging.co.uk
      • +44 (0)800 368 7479
   2. Support is limited to Managed Devices and software provided under the Agreement. Managed Devices are clearly marked with support IDs and controlled by Auto Imaging through the use of apple business profiling and Mirador MDM (mobile device management). Mobile Broadband Data SIM is provided with the hardware allowing full software and hardware troubleshooting.
4. Managed Device Terms
   1. If contracted to, as set out in the Order Form, Auto Imaging can make available suitable iPhones and mobile data contracts for services to be carried out. Fees shall be paid in accordance with Section 4 of the Order Form, and clause 4 of the Terms and Conditions.
   2. Customer acknowledges and accepts that:
      • the phone will be changed at Auto Imaging’s discretion as it deems necessary over the duration of the relevant Managed Device contract;
      • the phone will remain the property of Auto Imaging together with the SIM card required to provide the Service(s);
      • All iPhones have the Auto Imaging profile on them meaning they cannot have other Apple IDs entered and 3rd party apps installed without the prior approval of Auto Imaging. The Parties may agree to a mutually allowable App list.
      • attempts to modify the Auto Imaging Profile or jailbreak the iPhone shall constitute a breach of Clause 9 and clause 10.3 of the Terms and Conditions.
   3. Any phone which is supplied as a Managed Device may not be brand new, however Auto Imaging shall procure that it shall be in good condition and fit for purpose. In all cases, Managed Devices not fit for purpose shall be replaced in line with clause 4.5.
   4. Should any provided Auto Imaging iPhone hardware be lost or damaged by the Customer or Users, Customer shall be charged a replacement cost at the cost price of the specific model. If devices are upgraded/obsolete in the future the replacement cost could differ.
   5. Any faulty iPhone will be replaced by Auto Imaging, without undue delay. If a phone is broken, Auto Imaging shall endeavour to have a replacement sent out the day of notification by next day delivery with tracking. Failure to fulfil a replacement due to a delay caused by the phone provider shall not constitute a breach of the Agreement. Customer shall ensure that all faulty or broken phones shall be returned to Auto Imaging Headquarters without undue delay and, in any event, within 14 day(s) after receiving replacement. Failure to do so shall constitute a breach of the Agreement.
   6. Cancellation of a Managed Device shall be in line with clause 5.3 of the Terms and Conditions, and shall not have the benefit of clause 1.1 (Break Clause) within this Licensing Agreement.

Annex A - Data Processing Annex

• Scope and duration of processing: To provide the product and Services to the customer. Dealership staff data shall be held for as long as an active Agreement is in place. Consumer data shall be held in line with retention principles, but no longer than 2 years.
• Categories of personal data: Dealership Staff names, email addresses and phone numbers. Consumer names, email addresses, phone numbers, and vehicle data.
• Purpose of processing: to provide the Product and Services.
• Subprocessors: Subprocessors | AutoImaging (auto-imaging.com)