Senate Bill 81
By: Senators Brass of the 6th, Walker III of the 20th, Summers of the 13th, Kennedy of the
18th, Jones II of the 22nd and others
AS PASSED
A BILL TO BE ENTITLED
AN ACT
To amend Article 22 of Chapter 1 of Title 10 of the Official Code of Georgia Annotated,
relating to motor vehicle franchise practices, so as provide for protection of consumer data
in motor vehicle sales or lease transactions by affiliates of franchisors, manufacturers, and
distributors; to provide for procedures, conditions, and limitations on the use of motor
vehicle dealer data; to provide for standards for access and integration of data collected and
maintained by dealers and by third parties on behalf of dealers; to provide for applicability;
to provide for requirements of franchisors, manufacturers, and distributors in relation to
dealers; to provide for additional unlawful activities by franchisors; to revise legislative
findings; to provide for definitions; to amend Code Section 40-2-39 of the Official Code of
Georgia Annotated, relating to registration and licensing of new motor vehicle dealers,
temporary site permits, administrative fines, and penalty, so as to provide for activities which
qualify as activity as a new motor vehicle dealer; to provide for related matters; to repeal
conflicting laws; and for other purposes.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
SECTION 1.
Article 22 of Chapter 1 of Title 10 of the Official Code of Georgia Annotated, relating to
motor vehicle franchise practices, is amended by revising Code Section 10-1-621, relating
to legislative findings, as follows:
"10-1-621.
The General Assembly finds and declares that:
(1) The distribution and sale of motor vehicles within this state are vital to the general
economy of this state and to the public interest and public welfare;
(2) The provision for warranty service, <ins>recall service,</ins> and the repair of predelivery
transportation damages to motor vehicles is of substantial concern to the people of this
state;
(3) <ins>Robust competition among dealers benefits consumers through competitive pricing,
service, and convenient repair facilities, thus the</ins> <del>The</del> maintenance of full and fair
<ins>inter-brand and intra-brand</ins> competition among dealers and others is in the public interest;
and
(4) The maintenance of strong and sound dealerships is essential to provide continuing
and necessary reliable services to the consuming public in this state, <ins>to the introduction
of new automotive technology and support and maintenance of such after a sale, to
protect against the creation or perpetuation of monopolies and other practices that are
detrimental to public welfare and local businesses,</ins> and to provide stable employment to
the citizens of this state."
SECTION 2.
Said article is further amended by revising Code Section 10-1-632, relating to protection of
consumer data in motor vehicle sales or lease transactions and burden of proof for violations,
as follows:
"10-1-632.
(a) With respect to consumer data, a franchisor, manufacturer, distributor, <ins>or affiliate
thereof</ins> or a third party acting on behalf of a franchisor, manufacturer, <del>or</del> distributor, <ins>or
affiliate thereof:
</ins> (1) Shall comply with and shall not cause a dealer to violate any applicable restrictions
on reuse or disclosure of the consumer data established by federal or state law;
(2) Shall provide a written statement to the dealer upon request describing the established
procedures adopted by such franchisor, manufacturer, distributor, or <ins>affiliate thereof or
</ins> third party acting on behalf of the franchisor, manufacturer, or distributor which meet or
exceed any federal or state requirements to safeguard the consumer data, including, but
not limited to, those established in the <ins>federal</ins> Gramm-Leach-Bliley Act, 15 U.S.C.
Section 6801, et seq.;
(3) Shall, upon the written request of the dealer, provide a written list of the consumer
data obtained from the dealer and all persons to whom any consumer data has been
provided by the franchisor, manufacturer, distributor, <ins>or affiliate thereof</ins> or a third party
acting on behalf of a franchisor, manufacturer, or distributor during the preceding six
months. The dealer may make such a request no more than once every six months. The
list must indicate the specific fields of consumer data which were provided to each
person. Notwithstanding the foregoing, such a list shall not be required to include:
(A) A person to whom consumer data was provided, or the specific consumer data
provided to such person, if the person was, at the time such consumer data was
provided, a service provider, subcontractor, or consultant acting in the course of
performance of services on behalf of or for the benefit of the <ins>dealer,</ins> franchisor,
manufacturer, distributor, third party, or <del>dealer</del> <ins>affiliate,</ins> provided that the <ins>dealer,
</ins> franchisor, manufacturer, distributor, third party, or <del>dealer</del> <ins>affiliate</ins> has entered into an
agreement with such person requiring that such person comply with the safeguard
requirements of applicable state and federal law, including, but not limited to, those
established in the <ins>federal</ins> Gramm-Leach-Bliley Act, 15 U.S.C. Section 6801, et seq.;
<del>and
</del> (B) A person to whom consumer data was provided, or the specific consumer data
provided to such person, if the dealer has previously consented in writing to such
person receiving such consumer data and the dealer has not withdrawn such consent in
writing; <ins>and
(C) A person to whom consumer data was provided, or the specific consumer data
provided to such person, if that would require a franchisor, manufacturer, distributor,
or affiliate thereof to violate any applicable restrictions on reuse or disclosure of the
consumer data established by federal or state law;
</ins> (4) May not require that a dealer grant the franchisor, manufacturer, distributor, <ins>or
affiliate thereof</ins> or a third party acting on behalf of a franchisor, manufacturer, or
distributor direct or indirect access to such dealer's data management system to obtain
consumer data. A franchisor, manufacturer, distributor, <ins>affiliate,</ins> or a third party acting
on behalf of a franchisor, manufacturer, or distributor <del>must</del> <ins>shall</ins> permit a dealer to
furnish consumer data in a widely accepted file format, such as comma delimited, and
through a third-party vendor selected by the dealer.; <ins>provided, however, that</ins> <del>However,
</del> a franchisor, manufacturer, <del>or</del> distributor, or <ins>affiliate thereof or</ins> a third party acting on
behalf of a franchisor, manufacturer, or distributor may access or obtain consumer data
directly from a dealer's data management system with the express consent of the dealer.
<ins>Such consent shall</ins> <del>The consent must</del> be in the form of a written document that is separate
from the parties' franchise agreement, is executed by the dealer, and <del>may be withdrawn
</del> <ins>allow for withdrawal</ins> by the dealer upon 30 days' written notice to the franchisor,
manufacturer, or distributor as applicable. For incentive programs beginning on or after
July 1, 2019, such consent shall not be required as a condition to a motor vehicle dealer's
participation in an incentive program unless such consent is necessary to obtain consumer
data to implement the program; and
(5) Shall indemnify the dealer for any third-party claims asserted against or damages
incurred by the dealer to the extent caused by access to, use of, or disclosure of consumer
data in violation of this Code section by the franchisor, manufacturer, distributor, or
<ins>affiliate thereof or</ins> a third party to whom the franchisor, manufacturer, or distributor has
provided consumer data.
(b) Nothing contained in this Code section shall limit the ability of <del>the</del> <ins>a</ins> franchisor, <del>the
</del> manufacturer, <del>or</del> distributor, <ins>or affiliate thereof</ins> to require that the dealer provide, or use in
accordance with the law, such customer information related solely to such manufacturer's
or distributor's own vehicle makes to the extent necessary to do any of the following:
(1) Satisfy any safety or recall notice obligations or other legal notice obligations on the
part of the manufacturer;
(2) Complete the sale and delivery of a new motor vehicle to a customer;
(3) Validate and pay customer or dealer incentives;
(4) Submit to the franchisor, manufacturer, or distributor claims for any services supplied
by the dealer for any claim for warranty parts or repairs;
(5) Market analysis;
(6) Evaluate sales and service customer satisfaction with the dealer, including surveys;
or
(7) Reasonable marketing purposes that benefit the dealer.
(c) In any cause of action against a franchisor, manufacturer, <del>or</del> distributor, <ins>or affiliate
thereof</ins> for a violation of this Code section, the party bringing the action shall have the
burden of proof."
SECTION 3.
Said article is further amended by adding a new Code section to read as follows:
<ins>"10-1-633.
(a) As used in this Code section, the term:
</ins>
<ins>(1) 'Authorized integrator' means a third party with whom a dealer has entered into a
written contract to perform a specific function which requires such third party to access
protected dealer data or write data to a dealer data system or both.
(2) 'Data access overcharge' means any charge to a dealer or person authorized to
perform integration that is greater than an amount which reimburses direct costs incurred
by a dealer data systems vendor for integration. When a dealer data systems vendor fails
to disclose the direct costs of integration and provide documentation of such costs, any
direct costs sought to be reimbursed shall be considered a data access overcharge.
(3) 'Dealer data system' means any software or hardware provided by a third party and
used by a dealer in its business operations to store, process, or maintain protected dealer
data.
(4) 'Dealer data systems vendor' means any third party that stores protected dealer data
pursuant to written contract with a dealer and shall include a dealer management system
or customer relations management system provided by a third party. Such term shall not
include a manufacturer, distributor, or affiliate subject to Code Section 10-1-632.
(5) 'Integration' means access by an authorized integrator to protected dealer data which
does not require access to any copyright protected material but allows for access to all
protected dealer data and which can be accomplished by any commercially reasonable
means not otherwise in violation of this Code section.
(6) 'Prior express written consent' means written consent provided by the dealer that is
contained in a document separate from any other consent, contract, franchise agreement,
or other writing and that specifically outlines a dealer's consent for an authorized
integrator to obtain protected dealer data, including the scope and duration of such
consent, and may be unilaterally revoked by the dealer upon 30 days' notice without
cause and immediately with cause.
(7) 'Protected dealer data' means any of the following data that is stored in a dealer data
system:
</ins>
<ins>(A) Personal, financial, or other data pertaining to a consumer that is provided to a
dealer by a consumer;
(B) Motor vehicle diagnostic data; or
(C) Any other data relating to the business operations of a dealer stored or maintained
within a dealer data system.
(8) 'Secure open application programming interface' or 'secure open API' means an
application programming interface that allows an authorized integrator to integrate with
a dealer data system remotely and securely.
(9) 'STAR standards' means standards for the automotive retail industry established by
the Standards for Technology in Automotive Retail organization.
(10) 'Third party' includes service providers, vendors, including dealer data systems
vendors and authorized integrators, and any other individual or entity other than a dealer.
Such term shall not include any manufacturer; distributor; affiliate of a manufacturer or
distributor; a third party acting on behalf of or engaged contractually or by other
agreement with a manufacturer or distributor or an affiliate thereof; any governmental
entity acting pursuant to federal, state, or local law; or any third party acting pursuant to
a valid court order.
(b) It shall be unlawful for a third party to:
(1) Access, share, sell, copy, use, or transmit protected dealer data from a dealer data
system without the prior express written consent of a dealer;
(2) Take any action, by contract, technical means, or otherwise, that would prohibit or
limit a dealer's ability to protect, store, copy, share, or use any protected dealer data,
including, but not limited to:
(A) Imposing any data access overcharges or other restrictions of any kind on the
dealer or any authorized integrator for integration;
(B) Prohibiting an authorized integrator or any third party identified by a dealer as an
authorized integrator that has satisfied or is compliant with the STAR standards, or a
</ins>
<ins>standard compatible with such standards, from performing integration or placing
unreasonable restrictions on integration, which shall include, but not be limited to:
(i) Unreasonable restrictions on the scope or nature of the data shared with an
authorized integrator;
(ii) Unreasonable restrictions on the ability of an authorized integrator to write data
to a dealer data system;
(iii) Unreasonable restrictions or conditions on a third party accessing or sharing
protected dealer data or writing data to a dealer data system; and
(iv) Requiring unreasonable access to sensitive, competitive, or other confidential
business information of a third party as a condition for access to protected dealer data
or as a condition to share protected dealer data with an authorized integrator;
(C) Prohibiting or limiting a dealer's ability to store, copy, securely share, or use
protected dealer data outside the dealer data system in any manner and for any reason;
or
(D) Permitting access to or accessing protected dealer data without prior express
written consent by the dealer.
(c)(1) A secure open application programming interface shall:
(A) Be made available by a dealer data systems vendor to any authorized integrator
upon request by a dealer;
(B) Include all relevant endpoints to allow for access to all protected dealer data or to
integrate with protected dealer data; and
(C) Provide granularity and control necessary for dealers and authorized integrators to
integrate the data necessary pursuant to contract terms between the dealer and
authorized integrator.
(2) For purposes of this Code section, secure open application programming shall not
require that an application programming interface be available to the public or at no cost
</ins>
<ins>to an authorized integrator, provided that no data access overcharge may be assessed in
connection with a secure open API.
(d)(1) A dealer data systems vendor shall adopt and make available a standardized
integration framework that allows for integration through secure open APIs to authorized
integrators. In the event that application programming interfaces are no longer the
reasonable commercial or technical standard for secure data integration, a similar open
access integration method may be provided to the extent such method provides the same
or better secure integration to dealers and authorized integrators as a secure open API.
Any dealer data systems vendor that utilizes STAR standards or a comparable system
shall comply with the requirements of this subsection.
(2) A dealer data systems vendor and authorized integrator:
(A) Shall be authorized to integrate, or otherwise access, use, store, or share protected
dealer data to the extent only outlined in and authorized by the dealer data systems
vendor contract or authorized integrator contract;
(B) Shall provide that any dealer data systems vendor contract or authorized integrator
contract may be terminated upon no more than 90 days' notice from the dealer; and
(C) Shall, in order to prevent any risk of consumer harm or inconvenience, ensure a
secure transition of all protected dealer data to a successor dealer data systems vendor
or authorized integrator upon notice of a dealer's intent to terminate a dealer data
systems vendor contract or authorized integrator contract. The requirements of this
subparagraph may be satisfied by taking any of the following actions:
(i) Providing unrestricted access to all protected dealer data and all other data stored
in the dealer data system within a commercially reasonable time and in a format that
a successor dealer data systems vendor or authorized integrator is capable of
accessing and using;
(ii) Deleting or returning to the dealer all protected dealer data prior to termination
of the contract pursuant to any written directions of the dealer;
</ins>
<ins>(iii) Providing a dealer, upon request, with a list of all entities with whom it is sharing
or has shared protected dealer data or to whom it has allowed access to protected
dealer data; and
(iv) Allowing a dealer to audit access to and use of any protected dealer data by the
dealer data systems vendor or authorized integrator access.
(3) Any dealer data systems vendor, authorized integrator, or third party acting
pursuant to a written contract with or on behalf of a dealer shall indemnify the dealer
for any third-party claims asserted against or damages incurred by the dealer from
complaints, claims, or actions arising out of the willful, negligent, or impermissible use
or disclosure of protected dealer data, customer data, or other sensitive information in
a dealer data system by the dealer data system vendor, authorized integrator, or third
party. Such indemnification shall include, but not be limited to, judgments, settlements,
fines, penalties, litigation costs, defense costs, court costs, costs related to the disclosure
of security breaches, and attorneys' fees arising out of complaints, claims, civil, or
administrative actions.
(e) A manufacturer, franchisor, distributor, or affiliate thereof, or any third party acting on
behalf of a manufacturer, franchisor, distributor, or affiliate thereof; a data systems vendor;
or dealer shall not prohibit a dealer from regularly and continually monitoring or auditing
the specific data accessed from or written to a dealer data system or from complying with
applicable state and federal laws or any rules or regulations promulgated thereunder. This
subsection shall not impose an obligation on a manufacturer, franchisor, distributor, or
affiliate thereof, a data systems vendor, or a third party to perform such monitoring or
auditing.
(f) A manufacturer, franchisor, distributor, data systems vendor or any third party acting
on behalf of a manufacturer, franchisor, distributor, data systems vendor, or dealer shall not
prohibit a dealer from copying, storing, or backing up data stored on its dealer data
systems, or duplicating the critical components or functions thereof, for the purpose of
</ins>
<ins>allowing a dealer to restore business operations in the event of a security breach or other
event that renders a dealer data system inoperable. This subsection shall not impose an
obligation on a manufacturer, franchisor, distributor, data systems vendor, or third party
to provide such capabilities. This subsection shall not relieve a dealer from any contractual
obligation relating to the safeguard, storage, copy, use, ownership, or sharing of or access
to data.
(g) A dealer data systems vendor or authorized integrator shall not be held responsible for
any action taken directly by a dealer or for any appropriately taken action upon written
request of a dealer to the extent that such action prevents such vendor or integrator from
meeting any legal obligation regarding the protection of protected dealer data or results in
any liability as a consequence of such actions by the dealer.
(h) A dealer shall not be held responsible for any action taken directly by any of its dealer
data systems vendors or authorized integrators or for any appropriately taken action upon
written request of a dealer data systems vendor or authorized integrator to the extent that
such action prevents such dealer from meeting any legal obligation regarding the protection
of protected dealer data or results in any liability as a consequence of such actions by the
dealer data systems vendor or authorized integrator.
(i) The rights conferred on dealers in this Code section are not waivable and may not be
reduced or otherwise modified by any contract, agreement, or incentive program.
(j) Nothing in this Code section shall:
(1) Be interpreted to prevent a dealer or third party from discharging its obligations or
limiting responsibilities as a service provider to protect and secure protected dealer data
under an agreement or as otherwise required pursuant to federal, state, or local law;
(2) Give a new motor vehicle dealer any ownership or rights to share or use motor
vehicle diagnostic data beyond what is necessary to fulfill a dealer's obligation to provide
warranty, repair, or service work to its customers;
(3) Govern, restrict, or apply to data that exists outside of a dealer data system; or
</ins>
<ins>(4) Relieve a manufacturer, franchisor, distributor, third party acting on behalf of a
manufacturer, franchisor, distributor, or affiliate thereof from the requirements of Code
Section 10-1-632."
</ins> SECTION 4.
Said article is further amended in Code Section 10-1-641, relating to requirements of
franchisor, manufacturer, and distributor, reasonable compensation for parts and labor, recall
notices, and stop-sales, by revising paragraph (1) of subsection (a) as follows:
"(a)(1) Each franchisor, manufacturer, or distributor:
(A) Shall specify in writing to each of its dealers in this state the dealer's obligations
for predelivery preparation including the repair of damages incurred in the
transportation of vehicles as set forth in Code Section 10-1-642, recall work, and
warranty service on its products;
(B) Shall, at the election of the dealer, reasonably compensate the dealer for parts and
labor provided for such warranty service work as provided in paragraph (2) of this
subsection;
(C) Shall provide the dealer with a schedule of compensation to be paid such dealer for
parts, work, and service in connection therewith; <del>and
</del> (D) Shall provide the dealer with a schedule of the time allowance for the performance
of such work and service. Any such schedule of compensation shall include reasonable
compensation for diagnostic work, repair service, and labor. Time allowances for the
diagnosis and performance of such work and service shall be reasonable and adequate
for the work to be performed; <ins>and
(E) Shall provide compensation to the dealer for assistance provided to a retail buyer
or lessee whose vehicle required a change, repair, or update by remote means to any
part, system, or accessory or to any function of his or her vehicle by the vehicle
manufacturer, franchisor, or distributor when such assistance was performed at the
</ins>
<ins>dealership or by dealership personnel at another location authorized by the
manufacturer or distributor at the request of the customer or at the request of the
manufacturer, franchisor, or distributor on behalf of the customer."
</ins> SECTION 5.
Said article is further amended in Code Section 10-1-662, relating to unlawful activities by
franchisors, by revising paragraphs (1), (20), and (21) of and adding a new paragraph to
subsection (a) to read as follows:
"(1)(A) To delay, refuse, or fail to deliver new motor vehicles or new motor vehicle
parts or accessories in a reasonable time and in reasonable quantity if such vehicles,
parts, or accessories are publicly advertised as being available for immediate delivery.
<ins>Upon written request of the dealer, the franchisor shall communicate its allocation
process in writing in a clear and concise manner within 30 days from receipt of the
dealer's request. For purposes of this paragraph, a reasonable quantity of vehicles:
(i) Is fair and equitable to all line-make dealers in this state; and
(ii) Does not unfairly discriminate among line-make dealers in its allocation process.
(B)</ins> This paragraph is not violated, however, if such failure is caused by <del>acts or causes
</del> <ins>the occurrence of temporary international, national, or regional product or services
shortages resulting from natural disaster; unavailability or scarcity of parts or service;
labor strikes; supply chain disruptions; product recalls; or other factors and events
</ins> beyond the control of the franchisor <ins>that temporarily reduce the supply of a franchisor
or if a state or federal law, rule, or regulation necessitates modification of the allocation.
(C) Nothing contained in this paragraph shall relieve a manufacturer, franchise or
distributor from its obligations under paragraph (9) of subsection (b) of Code
Section 10-1-661;"
</ins> "(20) To take any materially adverse action against a dealer, including a dealer's ability
to participate in or receive a benefit or payment owed from any incentive or
reimbursement program, based on criteria it has established, implemented, or enforced
for measuring the performance, including, but not limited to, sales or service
performance, of a dealer unless such criteria:
(A) Is fair, reasonable, and equitable; and
(B) Is based on accurate and relevant information; <del>or
</del> (21) To deny, delay payment for, restrict, or bill back a claim by a dealer for payment
or reimbursement for incentives, hold-backs, sales or service promotion or other special
program money, or any other amount owed to such dealer by the franchisor, if based
solely on the dealer's compliance with a specific program requirement of the franchisor
that would cause the dealer to violate a law or any properly promulgated rule or
regulation of this state; <ins>or
(22) To fail to provide to the dealer a written disclosure, which may be provided to a
potential consumer of a new motor vehicle, of each accessory or function of the motor
vehicle that may be initiated, updated, changed, or maintained by the manufacturer or
distributor through remote means, and the charge to the consumer for the initiation,
update, change, or maintenance that is known at the time of the transaction. A
manufacturer or distributor may comply with this paragraph by notifying the dealer that
the information is available on a public website or by other digital means."
</ins> SECTION 6.
Code Section 40-2-39 of the Official Code of Georgia Annotated, relating to registration and
licensing of new motor vehicle dealers, temporary site permits, administrative fines, and
penalty, is amended by revising paragraph (2) of subsection (b) as follows:
"(2)(A) It shall be unlawful for any person to engage in any activity as a new motor
vehicle dealer except at an established place of business which has been registered as
such under this Code section and Code Section 40-2-38 or at a temporary site.
<ins>(B) For purposes of this Code section, activity as a new motor vehicle dealer shall
include:
(i) Selling, leasing, offering to sell or lease, or negotiating binding terms with a retail
consumer for the purchase or lease of a new motor vehicle;
(ii) Soliciting, accepting, or receiving a deposit or other payment for the retail
purchase or lease of a new motor vehicle;
(iii) Soliciting, accepting, or processing a reservation from a retail consumer for a
specific motor vehicle; or
(iv) Soliciting, accepting, offering, or negotiating with a retail consumer a binding
value for a motor vehicle being traded in as part of the purchase or lease of a new
motor vehicle.
(C) For purposes of this Code section, activity as a new motor vehicle dealer shall not
include:
(i) Facilitating the receipt of a deposit or a payment under a retail installment sale
contract or lease on behalf of a dealer;
(ii) The disclosure of a manufacturer's suggested retail price;
(iii) The display of new motor vehicles for information or demonstration purposes
only;
(iv) The operation of a public website or other means of electronic communication
that identifies to a consumer any conditional prices or financing rates, available
financing sources, add-on product prices, or conditional trade-in values that are not
binding on a dealer;
(v) Sales, leasing, marketing, or advertising activities of manufacturers, franchisors,
and distributors by or through their line-make dealers in accordance with Article 22
of Chapter 1 of Title 10;
(vi) Facilitating a vehicle reservation system that allows a retail consumer to request
the opportunity to purchase or lease a new vehicle, when the vehicle becomes
</ins>
<ins>available for sale to the public, through a franchised new motor vehicle dealer,
provided that the final terms of sale are negotiated between the retail consumer and
franchised new motor vehicle dealer; or
(vii) Processing a new vehicle sold order for a specific new motor vehicle entered by
a franchised new motor vehicle dealer on behalf of a specific consumer, provided that
all final terms of sale are negotiated between the franchised new motor vehicle dealer
and the consumer."
</ins> SECTION 7.
All laws and parts of laws in conflict with this Act are repealed.