(c) A manufacturer, distributor, second-stage manufacturer, importer, convertor, manufacturer branch or division, or distributor branch or division shall not take or threaten to take any action that is unfair or adverse to a dealer who does not enter into an agreement pursuant to subdivisions (a)(2)(Q)(i) and (ii)(a) of this section. (d) This subdivision does not affect any contract between a licensee and any of its dealers regarding relocation, expansion, improvement, remodeling, renovation or alteration which exists on July 27, 2011. (iii) Subdivisions (a)(2)(Q)(i) and (ii) of this section do not apply to motor vehicle dealers, manufacturers, or distributors of motor homes; (R) To unreasonably withhold approval for a new motor vehicle dealer to purchase goods and services of substantially similar quality, design, and functionality related to facility changes, alterations, remodels, equipment, or digital platforms that do not contain or utilize a manufacturer’s or distributor’s Intellectual property or proprietary design from vendors the motor vehicle dealer chooses. (S) To require as a prerequisite to receiving a model or a series of vehicles a motor vehicle dealer to: (i) Pay an extra fee or remodel, renovate, or recondition the motor vehicle dealer’s existing facilities unless justified by the technological requirements for the sale or service of a vehicle; (ii) Purchase unreasonable advertising displays, training, tools, or other materials; (iii) Establish exclusive facilities; (iv) Establish dedicated personnel; (v) Utilize certain digital platforms; or (vi) Enroll in a service loaner or demonstration program. (T) (i) (a) To use any written instrument, agreement, or waiver, to attempt to nullify or modify any provision of this chapter or prevent a new motor vehicle dealer from bringing an action in a particular forum otherwise available under law. (b) An instrument contrary to this subdivision (a)(2)(T) (i) is void. (c) However, this subdivision shall not apply to: (1) Voluntary agreements in which separate and valuable consideration has been offered and accepted; or (2) Settlement agreements entered into as a result of a dispute. (ii) (a) Except as provided in subdivision (a)(2)(Q)(ii)(b) of this section, a manufacturer, distributor, or factory branch shall not directly or indirectly condition any of the following on the willingness of a motor vehicle dealer, proposed new motor vehicle dealer, or owner of an interest in the dealership facility to enter into a site control agreement or exclusive use agreement: (1) Awarding a franchise to a prospective new motor vehicle dealer; (2) Adding a line make or franchise to an existing motor vehicle dealer; (3) Renewing a franchise of an existing motor vehicle dealer; (4) Approving the relocation of an existing motor vehicle dealer’s facility; or (5) Approving the sale or transfer of the ownership of a franchise. (b) This subdivision does not apply to a site control agreement or an exclusive use agreement if the site control agreement or an exclusive use agreement: (1) Is voluntarily entered into by the motor vehicle dealer or the motor vehicle dealer’s lessor; (2) Clearly and conspicuously discloses that the site control agreement or an exclusive use agreement is voluntary; and (3) Provides for separate and valuable consideration to the motor vehicle dealer or motor vehicle dealer’s lessor. (iii) Any provision contained in any agreement that is inconsistent with this subchapter is voidable at the election of the affected motor vehicle dealer or owner of an interest in the dealership facility. (iv) Subdivisions (a)(2)(T)(i)-(iii) of this section do not apply to motor vehicle dealers, manufacturers, or distributors of motor homes; or (U) To do any of the following: (i) Fail to offer to all of its franchisees of the same line make any consumer rebates, dealer incentives, price or interest rate reduction, or finance terms that the franchisor offers or advertises; (ii) Offer rebates, cash incentives, or other promotional items for the sale of a vehicle by its franchisees unless the same rebate, cash incentive, or promotion is offered to all of its franchisees of the same line make, and any rebate, cash incentive or promotion that is based on the sale of an individual vehicle is not increased for meeting a performance standard; (iii) Unreasonably discriminate among its franchisees in any program that provides assistance to its franchisees, including Internet listings, sales leads, warranty policy adjustments, marketing programs, or dealer recognition programs; (iv) Fail to offer rebates, cash incentives, or other promotional incentive programs on a fair and equitable or proportionally equivalent basis to its franchisees of the same line make. (v) Require a motor vehicle dealer to improve the dealer’s facilities, including signs, or to replace factory required and approved facility improvements completed within the last ten (10) years in order to qualify for a new vehicle sales incentive program; (vi) Fail to allow a motor vehicle dealer to maintain and control the vehicle inventory and service provider for the motor vehicle dealer’s digital platforms; or (vii) (a) Exercise control over a motor vehicle dealer’s digital platforms without the motor vehicle dealer’s permission, including without limitation control over the: (1) Price paid by the motor vehicle dealer to utilize the digital platforms, except as provided in a marketing program in which the motor vehicle dealer participates or in a minimum advertised price policy; (2) Content exhibited on the digital platforms; and (3) Data feed that syndicates inventory to digital platforms. (b) This section does not prevent a manufacturer or distributor from requiring that a motor vehicle dealer ensure that the digital platforms and all information exhibited on or contained within the digital platforms do not: (1) Infringe upon or impair the manufacturer’s or distributor’s intellectual property rights, usage policies, or security requirements; and (2) Disclose the manufacturer or distributor’s confidential information. (c) This section does not: (1) Require a manufacturer’s or distributor to consider, evaluate, or include a digital platform or digital platform provider in the manufacturer’s or distributor’s list of approved digital platforms or digital providers; (2) Prohibit a manufacturer or distributor from establishing digital platform requirements under a voluntary program available to a motor vehicle dealer; or (3) Prohibit minimum advertised pricing; (viii) (a) When providing a new motor vehicle to a motor vehicle dealer for offer or sale to the public, fail to provide to the motor vehicle dealer a written disclosure that may be provided to a potential buyer of a new motor vehicle of each accessory or function of the new motor vehicle that may be initiated, updated, changed, or maintained by the manufacturer or distributor through over-the-air or remote means, and the charge to the new motor vehicle buyer at the time of the new motor vehicle sale for the initiation, update, change, or maintenance. (b) A manufacturer or distributor may comply with this subdivision (a)(2)(U)(viii) by notifying the motor vehicle Arkansas Automobile Dealers Association | 39 ARKANSAS MOTOR VEHICLE COMMISSION ACT
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