eDataXchange Service Terms and Conditions

eDataXchange is a unique platform for auto brands to analyze, compare and benchmark the performance of digital activities. Once a visitor engages with some digital content, eDataXchange captures the on-line traffic and compiles a central data set of comparable metrics across all participating Client companies. Sophus3 brings in additional third-party data sources, then calibrates, integrates and aggregates all data to create a comprehensive and holistic picture of the digital automotive market, in which car brands can situate themselves, with a view to creating better market understanding of digital consumer trends, their own relative digital performance and therefore taking actions to improve their digital market position.

1. eDataXchange Description

1.1 Key Features

Understand online customer interest by analyzing industry traffic trends over time.
View growth in segment interest across different markets.
Compare interest across competitors, over time and/or as a result of marketing campaigns.
Compare segment and brand level of online engagement against best-in-class performers.
Complement the internal analytics view with a contextual outside perspective of all consumer behaviour and, in relation to their own.

1.2 eDataXchange Scope

Markets – The eDataXchange scope covers distinct market tiers, depending on the granularity of data on offer: Tier 1 includes France, Germany, Italy, Spain, and the UK. Tier 2 includes the largest most relevant global car markets e.g. USA, Japan, India, Brazil, Turkey, Netherlands, Argentina, Australia, Austria, Belgium, Canada, Denmark, Finland, Norway, Mexico, Poland, Portugal, South Africa, Sweden, Switzerland.
Channels – Currently eDataXchange covers the tracking and benchmarking of auto brand websites, official car brand social media sites (Youtube, Facebook, Instagram). Tier 1 also includes automotive publisher sites and car aggregator platforms.

1.3 eDataXchange Deliverables

Setup: Upon receipt of a Client Purchase Order Sophus3 will issue Setup Instructions to enable the Client to tag their website.
Insight Training: Upon setup of a new Client, eDataXchange will provide one user session for the Client on how to best start integrating the outside-in perspective in their own analytics insight processes.
Data Management: Sophus3 will process and manage all data.
Data Delivery: Sophus3 will deliver the metrics and KPIs via its reporting suite, and online briefings.

2. Responsibilities of Sophus3

2.1 Services:

During the Term Sophus3 agrees to provide the eDataXchange product as per the Terms and Conditions of this Service Level Agreement and to provide services under this Agreement with reasonable skill and care.

2.2 New Participants:

Sophus3 is responsible for the sales and marketing process to gain additional Client participants for eDataXchange.

2.3 Support:

Sophus3 provides Client User support via email to all Clients from Monday to Friday during European office hours.

2.4 Reporting:

Sophus3 manages the Reporting System with a set of dashboards and/or push reports of varying frequency (month, quarterly, annual) that will contain the Metrics and KPIs.

2.5 Data Capture:

As a primary means of data capture, Sophus3 shall provide the technical facility to capture the data using java script tags and a data logging environment.

2.6 Data Management:

Sophus3 shall manage the Data in a secure environment. In the event of any loss or damage to the data Sophus3 shall use reasonable commercial endeavors to restore the lost or damaged data managed by Sophus3.

2.7 Legal Compliance:

Each party shall be responsible for ensuring that its employees, representatives and agents comply with local laws, in particular local Data Protection Laws when providing or using eDataXchange and its output.

3. Client Responsibilities and Obligations

3.1 Data Sharing:

The Client agrees to Sophus3 aggregating the data collected from their websites to be aggregated to create a holistic picture of the market and understands that this data will not only be seen by them, but all car brands participating in the project. The client also understands that aggregated market level data can be used to promote insight of market trends within the industry or wider market via the media or via published studies.

3.2 Tagging:

The Client is responsible for maintaining the Sophus3 tags on its websites and other agreed digital marketing assets to allow Sophus3 to collect the relevant Client Data. The client is responsible for updating their websites Consent Management Platform and cookie policy to ensure compliant usage of the Sophus3 tag.

3.3 Access and Support:

Client agrees to provide Sophus3 with all cooperation and information reasonably necessary or desirable to implement eDataXchange and operate the System and to advise Sophus3 in advance of any event that Client considers to be significant, and which may impact eDataXchange to be delivered to Client.

3.4 System Output:

Once eDataXchange is delivered according to Sophus3’s obligations under this Agreement, the use of the Data by the Client and end user is the responsibility of those parties. The Client may provide access to the Client Data to any 3rd party it appoints for the purpose of the 3rd party to provide consultancy services to the Client.

3.5 Legal Compliance:

4. Warranty – Errors

Sophus3 warrants to Client that during the term of the Agreement eDataXchange will operate in substantial conformance with its documentation. Sophus3 does not warrant that eDataXchange will be error-free. Client’s sole remedy in the event of a breach of this Section shall be for Sophus3 to repair eDataXchange.

5. Software and Reports Licenses

Sophus3 possesses the necessary rights, title and licenses to deliver eDataXchange. Sophus3 grants Client a limited, non-transferable, non-exclusive license to use the facilities provided by eDataXchange. Client shall not (a) sell, license, assign or transfer the facilities any eDataXchange output, (b) decompile, disassemble, or reverse engineer the Software, (c) copy the Reports or Dashboards (d) nor remove from the Software and/or Reports any language or designation indicating the confidential nature thereof or the proprietary rights of Sophus3 or its suppliers.

6. Data Ownership

As between Client and Sophus3, Client shall own all right, title and interest in the Data captured from their websites. Client grants Sophus3 a limited, non-exclusive license to use the Data to deliver eDataXchange unless otherwise agreed for specific related projects. These Terms and Conditions do not transfer or convey to Sophus3 or any third party any right, title or interest in or to the Data captured from the Client Website, but only a limited right of use in accordance with this Agreement.

As between Client and Sophus3, Sophus3 shall own all rights, title and interest in and to the Web Reporting Tool, the Reports, KPIs and Metrics. These Terms and Conditions do not transfer or convey to Client or any third party any right, title and interest in or to the Web Reporting Tool, the Reports, KPIs and Metrics, or any associated intellectual property rights, but only a limited right of use in accordance with this Agreement.

7. Term and Termination

This Agreement will take effect upon receipt of the Client’s Purchase Order for an initial Term of 12 months and shall remain in full force and effect until its termination by either party. The provisions of Section 9 shall survive termination of eDataXchange set forth in this Agreement by three (3) years. All other rights and obligations of the parties shall cease upon termination of this Agreement. The term of any license granted hereunder shall expire upon expiration or termination of this Agreement.

Either Party may terminate this Agreement by giving three months’ notice prior to the end of the Term.

8. Receivership/Insolvency

This Agreement shall terminate effective upon delivery of written notice by either party to the other party: (i) upon the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other party; (ii) upon the making of an assignment for the benefit of creditors by the other party; or (iii) upon the dissolution of the other party. All other rights and obligations of the parties shall cease upon termination of this Agreement. The term of any license granted hereunder shall expire upon expiration or termination of this Agreement.

9. Confidentiality

Sophus3 will keep information provided by Client in connection with the delivery of eDataXchange (including Client Data) strictly confidential and will not use that information for any purpose other than delivering eDataXchange. Sophus3 will promptly notify Client of any judicial process affecting it that might require disclosure of Client information.

Exceptions. Confidential Information excludes information that: (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the receiving party; (ii) was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the disclosing party; (iv) was independently developed by the receiving party without any use of the Confidential Information; (v) becomes known to the receiving party, without restriction, from a source other than the disclosing party, without breach of this Agreement, by the receiving party; or (vi) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement. The receiving party may disclose the other party’s Confidential Information to the extent legally permitted and if such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, but only if the receiving party provides prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
Term. The foregoing commitments of either party in this Agreement shall survive any termination of this Agreement and shall continue for a period of three (3) years following the disclosure of each item of Confidential Information.
The following information is not Confidential Information: The fact that Sophus3 is providing Services to the Client.

10. Public Disclosure

Client has limited rights to publicly disclose the results and measurements from eDataXchange. Disclosure is subject to the following conditions, which Sophus3 may change with written approval from all participants and upon thirty (30) days written notice to Client:

Data which may be disclosed publicly: Client may disclose a limited set of Sophus3 generated measurements and results from the Reports. With regards to these measurements and results, Client may disclose (through publication, advertisement, etc.) the data directly measuring Client own digital assets’ performance. In the event of such disclosure, the source of the data will be referred to as “Source: Sophus3 eDataXchange”.

Sophus3 has limited rights to publicly disclose the results and measurements from eDataXchange for the following purposes:

Sales Presentations: Sophus3 may use sample reports with actual data during sales presentations to prospective Clients.
Trends, Averages and Cross Site Analyses: Sophus3 may use eDataXchange output to conduct trend analyses, determine industry averages and conduct cross site analyses.

11. Trademarks

Among the trademarks and service marks owned by Sophus3 are eDataXchange™ and the Sophus3 logo. Upon commencement of the Term, Client allows Sophus3 to include Client’s name to its client list displayed on Sophus3’s website and client presentations. In no other circumstances will Sophus3 use Client trademarks, in any manner, including promotional or advertising materials without Client consent.

12. Limitation of Liability and Damages

To the fullest extent permissible by law, each party’s liability for all claims arising out of this Agreement, whether in contract, tort or otherwise, shall not exceed the amount of fees paid by Client to Sophus3 under this Agreement. In no event shall either party be liable for any loss of data, loss of business profits, business interruption, or other special, incidental, consequential, punitive or indirect damages arising from or in relation to this Agreement of the use of eDataXchange. Nothing in this Agreement shall limit or exclude the liability of either party to the other for any losses, damages, liabilities and claims resulting from willful default, a dishonest or fraudulent act or omission or fraudulent misrepresentation of or by a party, its subsidiaries, officers, employees or agents.

13. Applicable Laws

This Agreement will be governed by the laws of England and Wales. The parties’ consent to the exclusive jurisdiction of courts of England.

14. Independent Contractors

The parties hereto are independent contractors. Nothing contained herein will constitute either party as the agent of the other party or constitute the parties as partners or joint ventures.

15. Entire Agreement

This Agreement sets out the entire agreement and understanding of the parties and supersedes all prior oral or written representations, undertakings, agreements, understandings or arrangements relating to the subject matter of this Agreement.

16. Force Majeure

Sophus3 and Sophus3 Partners shall not be liable for any delay in performance or inability to perform due to acts or omissions of any civil or military authority, acts of God, acts or omissions of Client, fires, strikes or other labor disturbances, equipment failure, capacity limitations in equipment provided by Client, fluctuations or non-availability of electrical power, heat, light, air conditioning or telecommunications equipment, or any other act, omission or occurrence beyond Sophus3’s reasonable control.