Please read the Shop Click Drive Dealer Participation Agreement (DPA) and check the box to agree to the terms.
GM Shop Click Drive Participation Agreement
The above-identified dealership company ("Dealer" or "Seller") wishes to participate in the General Motors LLC Shop Click Drive program ("SCD"), which is designed to provide the Dealer with a web-based customer interface and a suite of retail and administrative tools through which the Dealer can interact with its customers (sometimes, "Buyers"). As needed in its business discretion, on behalf of the Dealer, GM will provide continuing upgrades and enhancements to SCD, a feedback mechanism for customers who purchase a new vehicle through SCD, ongoing maintenance of the SCD application, hosting of the SCD application and usage metrics to enrolled Dealers. Dealer participation in this program is purely voluntary. As part of its participation, Dealer agrees to the following terms and conditions.
- Dealer acknowledges and agrees that unless otherwise stated herein, the Dealer is responsible for the SCD website, and that the Dealer will be given the flexibility through a set of administrative tools to modify the SCD website and add disclosures and content as may be required to meet any applicable legal requirements. Dealer also agrees that their chosen GM-approved website provider may make changes to Dealer's GM-approved website provider website and related services, as necessary to launch and implement the SCD website, including but not limited to changes to look and feel, content, and vehicle inventory presentation sections of the GM-approved website provider website. As a condition of its participation in the SCD program, Dealer agrees to continue to use a GM-approved website provider website in the ordinary course of business. Dealer may request changes to the website as necessary to meet any legal requirements. Dealer will be solely responsible for any information or settings Dealer supplies to the SCD website, including but not limited to prices, photographs, interest rates, trade-in values or interactions with customers.
- Dealer agrees the new vehicle portion of the SCD application will be used exclusively with GM products, and that Dealer will not list non-GM products anywhere on the SCD website. Failure to comply will constitute grounds for termination of Dealer from the SCD program.
- On the website tool for SCD, Dealer will have the ability to upload vehicle photography for its vehicle inventory. Dealer is encouraged to upload accurate product photography for all vehicles it chooses to list on the SCD website. Dealer is responsible for ensuring the accuracy of all its inventory photography, including but not limited to responsibility for ensuring that vehicle photos correspond precisely to vehicle prices listed on the SCD website.
- Dealer will be solely responsible for choosing the vehicle prices it wishes to advertise on SCD website, and for ensuring that all advertised prices and formats comply with any applicable laws or regulations, including but not limited to laws and regulations concerning taxes, Dealer fees, third party fees or add-ons of any kind. The SCD website provides Dealers with the flexibility to include disclosures on the website to ensure compliance with laws and regulations, and it is the Dealer's responsibility to ensure that appropriate disclosures are included in the customer interface. All Dealers are strongly encouraged to review their final pricing and related disclosures with their own counsel prior to publication of prices on the SCD website.
- Any failure by Dealer to comply with laws and regulations, including but not limited to those that regulate false or misleading pricing or advertising practices, will be grounds for termination of Dealer from the SCD program.
- Dealer is responsible to continuously subscribe to a third party source, approved by GM, which provides used vehicle trade-in estimates on the SCD website. The parties agree that providing this information is a critical component of the SCD experience for consumers who use website. Dealer's failure to comply with this requirement is a material breach of this Agreement.
Finance and Insurance
- The SCD website includes a consumer credit application. Dealer's use or acceptance of the consumer credit application is the Dealer's representation and warranty that all of its business practices, acts and operations comply with all applicable laws, rules and regulations pertaining to consumer credit, including but not limited to the Fair Credit Reporting Act and rules promulgated pursuant thereto.
- It is strongly recommended that Dealer, for each Business Associate Code (BAC), has at least one employee certified within six (6) months of application activation, through Association of Finance and Insurance Professionals (AFIP).
- The SCD administrative tool gives dealers the ability to market certain finance and insurance products online and provides certain toolbox video content to dealers. It is the Dealer's responsibility prior to utilizing any of these tools or videos, however, to ensure that the Dealer and/or its personnel have obtained and maintained any permits or licenses that are necessary to utilize the tools or videos for advertising purposes with the public.
- Dealer agrees to meet and maintain all requirements necessary to be a GM Certified Dealership (Certified Internet Dealership) throughout its participation in the SCD program.
- Dealers will contact customers after submitting their information via the online application to review customer selections (such as trade-in, estimated value/pay-off, financing options, accessories, finance and insurance (F&I) products, etc.) and obtain any additional information in order to complete the business transaction.
- The SCD program includes an option where the Dealer may elect to deliver the vehicle to the customer at his/her home, or at some other convenient location specified by the buyer. If the Dealer chooses this option, the Dealer is responsible for ensuring that any home delivery, or any execution of sales documents, that takes place off the dealership premises is handled in compliance with any applicable laws or regulations, including but not limited to door-to-door or home sales solicitation laws.
- Participation in this program is voluntary and optional. Either the Dealer or GM may in its sole discretion terminate Dealer's participation in this SCD program upon ten days (10) prior written notice to the other party without incurring any liability to the other party. GM has the right to modify, amend or alter the SCD program or this Participation Agreement at any time in its sole business discretion. Appropriate notice of any such modification, amendment or alteration will be provided to Dealer.
- The GM SCD Team has the right, but not the obligation, to monitor any activity and content associated with the SCD website and investigate as it deems appropriate. GM will not conduct any legal review, however, of any Dealer content posted to the SCD website. GM SCD Team also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of participation, or denying access, and/or removal of any materials on the SCD website. Violations of the SCD application such as incorrect delivery reporting will result in a suspension of Dealer's participation. The suspension will be three months for a first time offense and permanent disbarment for a second offense.
- Because GM SCD Team is not the agent of either Seller or Buyer for any purpose, GM will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. GM urges Sellers and Buyers to cooperate with each other to resolve such disputes.
- Limitation of Liability and Indemnification. Neither Party shall be liable for loss of revenues, profits, goodwill, or any indirect, incidental, punitive, or consequential damage suffered or incurred by the other Party in connection with or arising from services performed under this contract. Dealer will indemnify GM and hold GM harmless from and against any loss, expense, damage, or costs (including reasonable attorney's fees) incurred by GM to the extent that claims or demands brought by third parties arise out of or relate to (a) Dealer's misuse of the SCD website, (b) Dealer's mishandling of any data transmitted to Dealer or third parties through the SCD website, (c) Dealer's violation of any applicable law in connection with its use of the SCD site, or (d) any content on the SCD site provided by or at the express request of Dealer.
- To facilitate the Dealer's use of the SCD application, GM shall provide for the transfer of certain types of personal information from the customer which will include information that constitutes "Non-Public Personal Information" as such information is defined under Title V of the federal Gramm-Leach-Bliley Act, the FTC Regulations promulgated pursuant thereto, 16 CFR §313, and any similar applicable state privacy laws or regulations. The Non-Public Personal Information shall not be retained, stored or otherwise used by GM other than to facilitate the transfer of the Non-Public Personal Information to the Dealer and other financial institutions, as requested by the customer. While transferring personal information from the customer, including Non-Public Personal Information, GM agrees to implement and maintain technical, physical and administrative safeguards for such transfer in accordance with applicable law to protect the customer information from theft, inappropriate use, or improper distribution, including, but not limited to, appropriate safeguards to restrict access to the personal information from the customer to those employees, agents, or service providers of GM who have been specifically authorized by GM to have access to such information to carry out the purpose(s) for which the customer information was disclosed to GM.
- Dealer agrees that vehicle inventory, pricing and applicable fee data provided to GM may be published on other GM websites or digital properties at GM’s discretion.
- Dealer authorizes GM or any service provider of GM, to transfer dealer data to, or from, the dealer’s selected service provider(s) to support dealer inventory exposure or participation in any GM programs, or GM or third party digital properties, including but not limited to Shop Click Drive, GM Websites, or other digital properties.
- As part of the SCD application, Dealer will be given the opportunity to display, market and offer to consumers a variety of aftermarket products, such as protection plans, extended service contracts, and appearance and environmental products. There are also a series of videos made available that provide general descriptions of some of these products. The dealer may choose and utilize any aftermarket products it wishes in this part of the application, but Dealer, and not GM, shall be solely responsible for the advertised products, as well as their pricing and any representations that are made about the products. Dealer is not required to use the accompanying videos, however, should Dealer choose to use them, Dealer has the obligation to review those videos and to make a determination that they are accurate and appropriate to use in connection with Dealer's aftermarket products. GM does not endorse any aftermarket products utilized by Dealer on the SCD website.
Pricing, Taxes, and Fees
- The final preparation of a sales contract for execution between the Dealer and SCD customer is independent of the sales summary and is the sole responsibility of the Dealer. GM shall have no liability or responsibility for the legality, accuracy or completeness of any sales contract, vehicle pricing or trade-in information provided by the Dealer on the GM SCD website. Dealer is responsible for having the user interface reviewed by counsel of its own choosing, and for formatting prices in compliance with applicable laws and regulations, including the use of any necessary disclosures. If Dealer states or implies any claims about its pricing on the SCD website, including but not limited to claims that any price is a bargain or sale price, then Dealer is responsible for maintaining substantiation that supports those pricing claims based on Dealer's business practices.
- Dealer shall be responsible for the legality, accuracy and completeness of any accessory pricing provided to consumers on the SCD website, and all prices must include installation of the accessory on the vehicle. Dealer agrees that GM will be the sole provider of all parts and accessories offered to SCD Online buyers. In addition, Dealer agrees that all parts and accessories shown will be listed on the SCD application at the MSRP of the accessory, plus an installation charge based on a Dealer provided labor rate and applicable time guides.
- It is the Dealer's responsibility to determine whether taxes of any kind apply to the transactions and to collect, report, and remit the correct taxes to the appropriate tax authority. Dealer also agrees that GM SCD team is not obligated to determine whether any taxes apply and that GM is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction.
- All pre-loaded pricing data, as well as applicable taxes and fees, contained in the SCD application have been compiled in a reasonably diligent manner from reliable sources of information available at the time of launch, but these materials appear as a general guide only. It is the Dealer's responsibility to load, verify, approve, maintain and update all vehicle pricing, taxes, fee data and disclosures used in transaction. Any need for changes to the SCD website that are not available to Dealer through the use of its administrative tools should be brought immediately to the attention of the SCD program team.
- PERMISSION FOR GM-APPROVED WEBSITE PROVIDER TO EXPORT INVENTORY DATA TO THE SHOP CLICK DRIVE APPLICATION. This serves as permission for GM-approved website provider to release inventory data to GM for use in the SCD application or other GM websites or digital properties. Dealer acknowledges and agrees that the SCD team is authorized to act as Dealer’s agent with respect to the data feed provided to GM (the "Data Feed") and that GM-approved website provider may rely on directions from GM with respect to the Data Feed, including directions to modify data polling and price mapping. GM-approved website provider shall have no obligation to confirm with or communicate to Dealer directions received from GM with respect to the Data Feed and Dealer shall be responsible for all actions of GM with respect to the Data Feed.
- Each SCD dealer agrees to include a selling price in the GM-approved website provider data inventory feed (Dealer Selling Price) for each vehicle in new and used vehicle inventory and is responsible for ensuring the dealer prices on its GM-approved website provider website and SCD website application are identical. The Dealer Selling Price must be a gross selling price, and cannot include any factory vehicle incentives including but not limited to factory cash back, regional offers, or private offers of any kind.
- Dealer is obligated to sell vehicles at the listed price to Buyers who meet the Dealer's terms. By listing an item, Dealer represents and warrants to prospective Buyers that it has the right and ability to sell, has the required licensing and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
Shop Click Drive Fees
Dealer will not be obligated to pay GM any Service Fees for sales completed using the SCD site or for leads obtained through SCD. GM reserves the right to charge fees for the SCD website service upon prior written notice to the Dealer. Notification of the fee structure will be provided 30 days in advance of implementation.
Dealer Operator Signature
By signing below, I agree on behalf of myself and Dealer to all of the terms and conditions stated in this GM Shop Click Drive Participation Agreement, and agree to be a participant in the GM Shop Click Drive application