1. NO REPRESENTATIONS OR WARRANTIES
With reference to any Services we provide, you acknowledge that we may, from time to time, without notice to you and at our sole discretion, modify the Services or any portion thereof and/or establish various practices, limitations and restrictions for administering such Services, and you agree to be bound by such modifications and practices.
The Site, the Site Content (including the Software), and the Services could include inaccuracies, typographical errors or other errors. We are not responsible or liable for any such inaccuracies or errors in this Site, the Services, or the Site Content (including the Software). We also make no commitment to update what is contained in this Site, the Services, or the Site Content (including the Software). Furthermore, we reserve the right to temporarily or permanently modify, alter, discontinue or delete the same or any portion of the same without prior notice.
You should not rely upon opinions expressed on or information or data contained in this Site or the Site Content (including the Software) when making automotive, business, financial, personal or other decisions. Furthermore, we do not endorse, nor are we responsible or liable for, the opinions of third parties expressed on this Site, in the Site Content, or on linked web sites.
We may take, but we are not required to take, any action we deem appropriate, in our sole discretion, to maintain the high quality of the Site, the Site Content (including the Software), and the Services and to protect ourselves and others. We also reserve the right to temporarily or permanently modify, alter, discontinue or delete the Site or any of the Site Content (including the Software) or Services without prior notice.
Consequently, and without limiting the foregoing,
WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SITE OR THE SERVICES OR THE SITE CONTENT (INCLUDING ANY SOFTWARE) FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE SITE, AND THE SITE CONTENT (INCLUDING THE SOFTWARE) ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OR CONDITION, AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED, AND YOU HEREBY WAIVE ALL SUCH WARRANTIES. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES OR THE SITE CONTENT (INCLUDING THE SOFTWARE) WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICES OR THE SITE CONTENT (INCLUDING THE SOFTWARE) WILL BE UNINTERRUPTED OR ERROR-FREE. Some states do not allow the disclaimer of implied warranties, so portions of the foregoing disclaimer may not apply to you.
2. MOBILE SERVICES
The Services may include certain services that are available via your mobile phone, including the ability to browse the Site from your mobile phone (the "Mobile Services"). We do not charge for these Mobile Services. However, your carrier's normal messaging, data and other rates and fees will still apply to your use of the Mobile Services. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services.
3. USER WARNINGS / USER CONDUCT
In consideration for our providing this Site, the Services, and the Site Content (including the Software), when using this Site, the Services, or the Site Content (including the Software) you also agree not to:
b. harass, offend, threaten, embarrass, stalk, distress or invade the privacy of any individual or entity;
c. post, publish, upload, distribute, or transmit any commercial, advertising or promotional materials, including without limitation, “spam,” chain letters, pyramid schemes, surveys, contests, or mass distributions;
d. at any time: (i) provide false information on any webpage, form or other document on this Site that requests information from or about you; (ii) fail to promptly notify us of any inaccuracy in any of your information on any webpage, form or other document on this Site that presents information related to you; (iii) create a false identity; or (iv) impersonate another person;
e. post, publish, upload, distribute, or transmit defamatory, false, inappropriate, improper, disorderly or excessive messages or information;
f. post, publish, upload, distribute, or transmit any material that infringes upon any third party's copyright, trademark, patent or other intellectual property right;
g. attempt to gain unauthorized access to any Services, Site Content (including the Software), other accounts, or related computer systems or networks through hacking, password mining, or any other means;
h. restrict or inhibit any other person or entity from using this Site, the Services, or the Site Content (including the Software), or use this Site, the Services, or the Site Content (including the Software) in a manner that overburdens or impairs our server or network;
i. use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or the Site Content (including the Software) or other user or usage information or any portion thereof;
j. upload files that contain any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or other property, or damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
k. create liability for us or cause us to lose (in whole or in part) the services of our ISP’s or other suppliers;
l. link directly or indirectly to or include any web site or other item that you do not have a right to link to or include; or
m. perform meta-searches of the Site or send automated queries to the Site or use any robot, spider, scraper, or other automated means to access the Site, the Services, the Site Content (including the Software), or any part of any of them.
In addition, you are prohibited from violating or attempting to violate any security features of the Site, the Services, or the Site Content (including the Software), including, without limitation, (1) accessing content or data (including Site Content and Software) or any portion of the Site not intended for you, or logging onto a server or account that you are not authorized to access; (2) attempting to probe, scan, or test the vulnerability of the Services, the Site, the Site Content (including the Software), or any associated system or network, or to breach security or authentication measures without proper authorization; (3) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (4) using the Site or the Services to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (5) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Services or the Site Content; or (6) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Site, the Services, or the Site Content (including the Software). Any violation of system or network security may subject you to civil and/or criminal liability.
If you violate such terms, we may, without prior notice and without liability to us, ban you from this Site, the Site Content (including the Software), and any and all Services and take any other action we deem appropriate in our sole discretion. We reserve the right to terminate your access to the Site, the Services, and/or the Site Content (including the Software) at any time, without notice, for any reason.
With reference to any Services and Site Content (including Software) we provide, you acknowledge that we may, from time to time, without notice to you and at our sole discretion, establish various practices, limitations and restrictions for administering such Services and Site Content (including Software), and you agree to be bound by such practices. You agree that we are not responsible or liable for loss of emails, communications, postings, data or information as a result of, or arising out of, our administration of the Site, the Services, or the Site Content (including Software).
4. WEB SITE LINKS AND THIRD-PARTY SITES
This Site may contain links to other web sites that are independent of this Site. We provide these links solely as a convenience. By clicking on a link, you are leaving this Site and going to another web site that is not under our control. We make no representation or warranty as to the accuracy, value, integrity, completeness, appropriateness or authenticity of the information or opinions contained in any such linked web site, and any link to another web site shall not in any manner be construed as an endorsement by us of that web site, or of the products or services described or offered therein.
YOU HEREBY AGREE TO RELEASE US, OUR MEMBERS, MANAGERS, AGENTS, EMPLOYEES, CONSULTANTS, OFFICERS AND DIRECTORS FROM ALL CLAIMS, DEMANDS AND DAMAGES, WHETHER ACTUAL OR CONSEQUENTIAL, OF EVERY KIND, WHETHER KNOWN OR UNKNOWN, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR RELATING TO ANY AND ALL ADVERTISEMENTS, OFFERS, TRANSACTIONS, OR ANY OTHER USE OF OTHER WEB SITES AND RELATED SERVICES LINKED TO THIS SITE.
You agree that you will hold all parts and contents of any Software that you have accessed in confidence for us. You will take all reasonable steps necessary to protect the Software and all data and other information related thereto. Such steps will include protection at least equivalent to that you afford your own confidential and proprietary information.
6. CLIENT ACCOUNTS
In order to access certain Services and Site Content (including the Software), you need to become a “Client” by opening an account with us. To become a Client, you need to contact us. You can do this through the Contact Us page of the TGP Site. If you request information about our Software through the Contact Us page, the information may be forwarded to The Pearl Group, Inc., which acts as our representative in licensing of our Software.
If you elect to become a Client by opening an Client account, you agree to provide us with current, complete and accurate information for this purpose, as requested by our representative. You agree to promptly notify us of any changes to any such information you have provided. Your account will be activated and you will become a Client only upon your receipt of an email notification from us or our representative that your Client account has been activated.
You may be provided with a user name and password in order to access your Client account. You are responsible for maintaining the confidentiality of your password and Client account and Client information and are fully responsible for all conduct carried out under your password and Client account, whether such conduct is carried out with or without your knowledge or consent. We are not responsible or liable for any loss of confidentiality or for any damages arising from your failure to comply with these terms. However, you could be held liable for losses incurred by us or another party due to someone else using your Client account or password.
In addition, you may be provided with an API Key in order to access the TireSYNC™ system through the TireSYNC Site. You are responsible for maintaining the confidentiality of your API Key and are fully responsible for all conduct carried out under your API Key, whether such conduct is carried out with or without your knowledge or consent. We are not responsible or liable for any loss of confidentiality or for any damages arising from your failure to comply with these terms. However, you could be held liable for losses incurred by us or another party due to someone else using your API Key.
Further, you may be provided with source code or object code (typically referred to as “tgpWidget Code”) used to access the tgpWidget™ system through the tgpWidget Site or otherwise. You are responsible for maintaining the confidentiality of your tgpWidget Code and are fully responsible for all conduct carried out using your tgpWidget Code, whether such conduct is carried out with or without your knowledge or consent. We are not responsible or liable for any loss of confidentiality or for any damages arising from your failure to comply with these terms. However, you could be held liable for losses incurred by us or another party due to someone else using your tgpWidget Code.
You will promptly report any unauthorized use of your Client account, password, API Key, or tgpWidget Code to us. You may not use anyone else's Client account at any time without our permission.
When accessing your Client account on this Site, You may be asked to provide additional information. For example, if you are approving a Separate Agreement in order to access our Software, you will be required to enter information about yourself on the webpage of the TGP Site that allows you to approve the Separate Agreement. You represent and warrant that all such information provided by you is true, complete and accurate.
Unless expressly provided otherwise in a Separate Agreement to which you are a party, we may cancel or terminate your account and status as a Client at any time for any reason, with or without cause, without your consent, and without notice to you. You may cancel or terminate your Client account at any time (subject to the provisions of any Separate Agreement) by contacting us. See the Contact Us page on the TGP Site.
Nothing contained in this Site, the Services, or the Site Content (including the Software) shall be construed as conferring any license or right, expressly, by implication, by estoppel or otherwise, under any of our intellectual property rights, or under any third party's intellectual property rights, except as expressly provided otherwise in Section 10, below, or in a Separate Agreement. No part of this Site, the Services, or the Site Content (including the Software) may be used, reproduced, republished, copied, transmitted, modified, altered, performed, displayed, or distributed in any form or by any means, or be used to create any derivative works, except as expressly provided otherwise in Section 10, below, or in a Separate Agreement.
9. PRODUCT SAMPLES AND DESCRIPTIONS; SAMPLE DOCUMENTATION
Although the Samples are intended to be representative of our actual products and applications, the actual features of our products and applications may vary and will be specified in a Separate Agreement for use of the products and applications. The Samples may also present sample automotive data, but such data is not to be relied upon for any purpose.
YOU AGREE THAT THE DATA PRESENTED IN THE SAMPLES IS REPRESENTATIVE ONLY AND SHOULD NOT BE RELIED UPON FOR ANY PURPOSE. YOU ALSO AGREE THAT YOU WILL NOT USE THE SAMPLES FOR ANY PURPOSE OTHER THAN TO EVALUATE OUR PRODUCTS AND APPLICATIONS TO DETERMINE IF YOU WANT TO LICENSE THEM FROM US.
YOU AGREE THAT YOU WILL NOT USE THE PRODUCT AND APPLICATION DESCRIPTIONS AND SAMPLE DOCUMENTATION AVAILABLE ON THIS SITE FOR ANY PURPOSE OTHER THAN TO EVALUATE OUR PRODUCTS AND APPLICATIONS TO DETERMINE IF YOU WANT TO LICENSE THEM FROM US.
We may make certain software, data and databases (collectively, the “Software”) available to you through the Site or for downloading from the Site. The Software includes: (i) all data, files, programs, source code, object code, images and other information contained in or generated by such software, data and databases (ii) all systems (including application programming interfaces) and other means for delivery of the items listed in clause 10(i), above (such as our TireSYNC™ and tgpWidget™ applications); and (iii) all accompanying instructions, methods, guidelines and documentation. The “Software” also includes Samples.
Please note that we typically license our tire fitment databases and electronic tire catalogs (including Software) only for use in the tire industry, such as by tire manufacturers, distributors, resellers, and retailers, their support service companies, and other tire industry professionals.
If a Separate Agreement is not in place with respect to your use of any Software, the following provisions govern your use of such Software:
a. You will not access or download any Software through or from the Site or otherwise unless we have granted you with express permission for such access or downloading;
c. We may terminate your right to use the Software (or any portion thereof) granted under paragraph 10.b, above, at any time for any reason, with or without cause, by providing you with at least one (1) day prior written notice of such termination. In any event, your rights granted under paragraph 10.b, above, will terminate ninety (90) calendar days after the date on which you first gained access to the Software. Upon any termination or expiration of your right to use the Software, you shall immediately discontinue your use of such Software, and, at our option, return to us or destroy all copies of such Software, as well as all portions of any derivative works that are based upon or incorporate any portion of such Software. Any such notice of termination or expiration of your rights under paragraph 10.b, above, shall not prejudice either your or our rights to any use fees or other sums due and shall not prejudice any cause of action or claim of such party accrued or to accrue on account of any breach or default by the other party. If you continue to use the Software after your right to use it has terminated or expired, and in addition to any other remedies we may have, we may charge you and you agree to pay our customary fees for use of the Software, as reasonably determined by us;
d. You shall not use the Software in a time-sharing service or a service-bureau operation or in any internal network or the Internet without our express prior written consent;
f. You shall not make, have made, or permit or suffer to be made any copy, duplication or reproduction of or derivative works from the Software, except for your internal use for the purpose specified in paragraph 10.b, above;
g. You shall not, nor shall you suffer or permit any other person or entity, directly or indirectly, to reverse compile, reverse engineer, or disassemble the Software or any portion thereof.
h. You shall not, and you shall not permit or suffer any other person or entity, without our prior written consent, to access or use the Software or any portion thereof in any manner that infringes or otherwise violates any intellectual property right or other right of ours or any of our affiliates or sources: (i) for production purposes; or (ii) for any other benchmarking or competitive purposes, including building a competitive product or service;
i. We are not required to furnish you or any other party with any assistance or support of any kind whatsoever related to the Software, and all expenses incurred in your use of the Software will be borne solely by you.
j. We may exercise all rights incident and related to ownership of the Software. We have the sole right to make, hold, use, sell, lease, disclose, manufacture, reproduce, duplicate, copy, display, perform, distribute, import, export, transfer, license, sublicense, assign, make derivative works from, and otherwise exploit the Software, any related products and services, and any portion of any of them, throughout the world for any and all purposes and with respect to us, our affiliates, and any and all other persons and entities.
Notwithstanding the above, please note that any payments you are required to make under a Separate Agreement may only be made by check, cashiers check, money order, or electronic funds transfer, and may not be made by credit card or debit card.
12. LIMITATION OF DAMAGES
13. GOVERNING LAWS IN CASE OF DISPUTE
14. INTEGRATION; SEVERABILITY; GENERAL
Graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through this Site are our trademarks or trade dress in the U.S. and other countries. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us or our products or services. Any rights that we have not expressly granted herein are reserved.
All other trademarks, service marks, and trade names not owned by us that appear in this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
19. ATTORNEYS FEES
20. COPYRIGHT NOTICE
Copyright © 2014-2016 TGP Solutions LLC, 1101-7 S. Rogers Circle, Boca Raton, FL 33487, U.S.A.
22. ACES STANDARDS
Our products (including the Software) may contain identifiers, standards and other information derived from the Aftermarket Catalog Enhanced Standard or any successor product (the “ACES Standards”) published by the Automotive Aftermarket Industry Association (“AAIA”). If you license a product (including any Software) from us, you may only use the ACES Standards contained therein to the extent that the AAIA has granted you the legal right to use such ACES Standards.
23. MODIFICATION AND AMENDMENTS
24. EFFECTIVE DATE