TGP Solutions, LLC

I. Terms Of Use

TGP Solutions™ operates various Websites and provides certain Services. These Terms of Use govern access to and use of TGP’s Websites and Services.

Definitions of the above capitalized terms, as well as certain other capitalized terms used in these Terms of Use, are specified under Section III ( Definitions ), below.

By accessing and using any of TGP’s Websites or Services, You agree that You have read these Terms of Use and agree to be bound by them. If You find the Terms of Use to be unacceptable, You must immediately terminate all such access and use.

Important Data Notice

Access to and use of TGP’s Software and Publications are subject to the provisions of Section IV ( Important Data Notice ), which is set forth below as a part of these Terms of Use. Please read the Important Data Notice before using Our Software and Publications.

Website Terms of Use

Access to and use of TGP’s Websites and Services are governed by Website Terms of Use (the “Website Terms”), which are set forth below as a part of these Terms of Use.

Software Terms of Use

Access to and use of the Software available through Our Websites is governed by either a Separate Agreement or by Software Terms of Use (the “Software Terms”), which are set forth below as a part of these Terms of Use.

Hardcopy Publication Terms of Use

The purchase of TGP Publications in hardcopy format through the TGP Website is governed by the Hardcopy Publication Terms of Use (the “Hardcopy Publication Terms”), which are set forth below as a part of these Terms of Use.

PDF Publication Terms of Use

The license of TGP Publications in PDF format through the TGP Website is governed by the PDF Publication Terms of Use (the “PDF Publication Terms”), which are set forth below as a part of these Terms of Use.

General Terms

The provisions of Section X ( General Terms ) (the “General Terms”), which are set forth below as a part of these Terms of Use, apply to all of these Terms of Use, including the Website Terms, the Software Terms, the Hardcopy Publication Terms, the PDF Publication Terms, and the Tool Terms.

II. Effective Date

These Terms of Use are effective as of April 21, 2023.

TGP may modify the Terms of Use at any time by posting revised Terms of Use on any of the Websites. Your continuing use of such Websites and the Services constitutes Your agreement to be bound by such modified Terms of Use, except as provided otherwise in a Separate Agreement.

Any amended Terms of Use shall become effective immediately after posting on Our Websites. It is Your responsibility to review these Terms of Use periodically, and if at any time You find these Terms of Use unacceptable, You must immediately leave Our Websites and cease all use of Our Websites and the Services.

III. Definitions

In addition to other capitalized terms defined elsewhere in these Terms of Use, the following capitalized terms have the corresponding meanings given such terms in these Terms of Use.

“Client” means a person or entity that has opened an account on one or more of Our Websites.

"Content" means all information, data, documents, agreements, text, videos, images, pictures, designs, applications, graphics, software (including Software), audio, sound, files, and other content on Our Websites and available through the Services, including their selection and arrangement.

"Data" means the data, guidelines, recommendations, documentation, and other information included as a part of the Software and the Publications, as updated from time to time. ALTHOUGH THE DATA IS CONSIDERED TO BE RELIABLE, TGP DOES NOT MAKE ANY WARRANTY OR GUARANTEE THAT THE DATA OR ANY PORTION OF THE DATA IS AVAILABLE, COMPLETE, ACCURATE, RELIABLE, MERCHANTABLE OR FIT FOR ANY PARTICULAR USE OR PURPOSE. See the Important Data Notice , below.

“Hardcopy Publication” and (plural, as “Hardcopy Publications” ) means a Publication that is sold by TGP in hardcopy (paper) format.

“Important Data Notice” means Section IV ( Important Data Notice ), which is set forth below as a part of these Terms of Use.

“PDF Publication” and (plural, as “PDF Publications” ) means a Publication that is licensed by TGP in Portable Document Format (PDF), which is typically made available in a portable data storage medium (such as a USB drive) or by download from the TGP Website.

“Publication” and (plural, as “Publications” ) means a publication that is made available for sale or license through the TGP Website. “Publication” includes all editions of the publications and charts in hardcopy or PDF format that are available on the Store page of the TGP Website. “Publication” includes Hardcopy Publications and PDF Publications.

“Separate Agreement” means a separate written or electronic agreement that is entered into by You and Us that governs Your access to and use of the Software or any Publication.

"Samples" means samples and demonstrations of Our products and applications (including Software and Publications) available through Our Websites.

"Services" means all of the following:

the services and products available through Our Websites, including all of the Software, Publications, and Tools;
information regarding products and services presented in Our Websites;
facilitating the sending of emails and other communications through Our Websites;
access to, downloading and license of Software (including Samples) and other Content;
access to, downloading, and the purchase and license of the Publications and the Tools; and
all other services and products We provide in connection with Our Websites.

"Software" means the software, data and databases We make available through Our Websites or for downloading from Our Websites. The “Software” includes: (a) all Data, files, programs, source code, object code, images and other information contained in or generated by such software, data and databases; (b) all systems (including application programming interfaces) and other means for delivery of the items listed in (a), above (such as Our TireSYNC™ and tgpWidget™ applications); and (c) all accompanying instructions, methods, guidelines and documentation. The “Software” also includes the Samples.

"Terms of Use" means these Terms of Use, and includes the following sections (Sections II through X), which are included as a part hereof: Effective Date, Definitions, Important Data Notice, Website Terms, Software Terms, Hardcopy Publication Terms, PDF Publication Terms, Tool Terms, and General Terms.

“TireSYNC Website” means the www.tiresync.com website and all related websites.

“TGP” and “TGP Solutions” (and also “We,” “Us,” “Our,” and similar terms) means Solutions LLC and its representatives, members, affiliates and subsidiaries.

“TGP Website” means the www.tgp-solutions.com website and all related websites.

“tgpFitments Website” means the www.tgpfitments.com website and all related websites.

“tgpWidget Website” means the www.tgpwidget.com website and all related websites.

“Website” (plural, as “Websites” ) means, individually and together as consistent with the context, the TGP Website, the TireSYNC Website, the tgpWidget Website, and the tgpFitments Website. Each of the Websites includes related websites and current and future mobile applications of each of such Websites.

"You" (and “Your” ) means any person or entity to which these Terms of Use apply, including any user of any of Our Websites or Content and any person or entity accessing, using, licensing, or purchasing any of the Services, including any of the Publications, Tools and/or Software.

IV. Important Data Notice

Our Software and Publications are intended, designed, published and produced SOLELY for use by professionals in the tire and automotive industry and are not intended for consumer use or any other use, function or purpose. You agree to use the Software and Publications only for Your own internal purposes in accordance with such intended use.

WARNING: The Data contained in the Software and Publications are to be used SOLELY as a guide by properly trained tire professionals for standard vehicles that have not been modified. The expertise and judgment of a trained tire professional must always supersede the Data contained in the Software and Publications. In the case of any conflict or doubt involving any of the Data, You will refer to the appropriate vehicle placard and owner's manual and rely upon the information contained therein rather than on the Data.

WARNING: The Data contained in the Software and Publications apply only to standard vehicles, tires and other automotive components that have not been modified. TGP does not guarantee that the Data covers all data fields for all vehicles in all model years or for all tire and/or wheel lines and brands. You further acknowledge and agree that TGP and its licensors are not the original source of portions of the Data and that TGP and its licensors have received data and other information from third party sources that are incorporated into the Data. This data and other information are deemed reliable, but TGP makes no representations or warranties with respect to the quality or accuracy of the Data. The Data provided by any source is subject to change by such source at any time without notice. You acknowledge and agree that TGP may update or revise the Software and Publications, including the Data, but TGP is under no obligation to perform such updates or revisions or provide them to You.

ALTHOUGH THE DATA IS BELIEVED TO BE RELIABLE, TGP MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPLETENESS, AVAILABILITY, QUALITY, ADEQUACY, RELIABILITY, ACCURACY, MERCHANTABILITY OR FITNESS OF THE SOFTWARE OR PUBLICATIONS OR THE DATA FOR ANY PARTICULAR USE OR PURPOSE, AND YOU DISCLAIM AND WAIVE ALL SUCH REPRESENTATIONS AND WARRANTIES. YOU ASSUME ALL RISK RELATED TO THE DATA AND ITS USE AND MISUSE. YOU AGREE TO PROMPTLY NOTIFY TGP IN WRITING OF ANY INACCURACIES OR DISCREPANCIES CONTAINED IN THE SOFTWARE, THE PUBLICATIONS OR THE DATA OF WHICH YOU BECOME AWARE.

V. Website Terms Of Use

The Website Terms set forth in this Section V (Website Terms of Use) are a part of the Terms of Use. Before using any of Our Websites, please read the Website Terms set forth below

V.1. MINORS/CHILDREN

Use of Our Websites and the Services is only available to persons who are 18 years of age or older. If You are under this age, please use Our Websites and the Services only in conjunction with Your parents or guardians, who must agree to these Terms of Use and will be responsible for all such use.

V.2. MOBILE SERVICES

The Services may include certain services that are available via Your mobile phone, including the ability to browse Our Websites 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.

V.3. USER WARNINGS / USER CONDUCT

In consideration for Our providing Our Websites and the Services, when using Our Websites You also agree not to:
1. violate any applicable law, regulation or rule, or these Terms of Use;
2. harass, offend, threaten, embarrass, stalk, distress or invade the privacy of any individual or entity
3. 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;
4. at any time: (i) provide false information on any webpage, form or other document on Our Websites 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 Our Websites that presents information related to You; (iii) create a false identity; or (iv) impersonate another person;
5. post, publish, upload, distribute, or transmit defamatory, false, inappropriate, improper, disorderly or excessive messages or information;
6. post, publish, upload, distribute, or transmit any material that infringes upon any third party's copyright, trademark, patent or other intellectual property right;
7. attempt to gain unauthorized access to Our Websites or any Services, other accounts, or related computer systems or networks through hacking, password mining, or any other means;
8. restrict or inhibit any other person or entity from using Our Websites or the Services, or use Our Websites or the Services in a manner that overburdens or impairs Our servers or network;
9. use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of Our Websites or the Services or other user or usage information or any portion thereof;
10. 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;
11. create liability for Us or cause Us to lose (in whole or in part) the services of Our ISP’s or other suppliers;
12. link directly or indirectly to or include any website or other item that You do not have a right to link to or include; or
13. perform meta-searches of Our Websites or send automated queries to Our Websites or use any robot, spider, scraper, or other automated means to access Our Websites or the Services.
In addition, You are prohibited from violating or attempting to violate any security features of Our Websites or the Services, including, without limitation, (1) accessing content or data (including Content, Software and Publications) or any portion of Our Websites 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 or Our Websites, 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 Our Websites, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (4) using Our Websites 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 Our Websites or the Services; 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 Our Websites or the Services. 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 Our Websites 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 Our Websites and the Services at any time, without notice, for any reason, except to the extent expressly provided otherwise in a Separate Agreement.

V.4. WEBSITE LINKS AND THIRD-PARTY SITES

Our Websites may contain links to other websites that are independent of Our Websites. We provide these links solely as a convenience. By clicking on a link to an independent website, You are leaving Our Websites and going to another website 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 website, and any link to another independent website shall not in any manner be construed as an endorsement by Us of that website, or of the products or services described or offered therein.

YOU HEREBY AGREE TO RELEASE TGP, 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 WEBSITES (THAT ARE NOT AFFILIATED WITH OUR WEBSITES) AND THE SERVICES LINKED TO OUR WEBSITES.

V.5. CLIENT ACCOUNTS

In order to access certain Services, 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 Website. If You request information about Our Software or Publications through the Contact Us page, the information may be forwarded to Tire Guides, Inc., or Pearl Communications Inc., which sometimes act as Our representative with respect to the Services.

If You elect to become a Client by opening a 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 Website. 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 Website 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 Our Websites, 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 Website 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 Website.

With respect to information You provide to Us, additional information regarding security of personally identifiable information is available in Our Privacy Policy.

VI. Software Terms Of Use

The Software Terms set forth in this Section VI (Software Terms of Use) are a part of the Terms of Use. Before accessing or using any of the Software, please read the Software Terms set forth below. The Definitions and Important Data Notice set forth above, and the General Terms set forth below, are also a part of these Software Terms.

VI.1. SOFTWARE--AVAILABILITY

We may make certain Software available to You through Our Websites or for downloading from Our Websites. Please note that We typically license Our Software (including Our tire fitment databases and electronic tire catalogs) 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.

VI.2. SOFTWARE--SEPARATE AGREEMENTS

If You download Software from Our Websites, the Software and Your use of the Software are typically governed by a Separate Agreement entered into between You and TGP. If a Separate Agreement is in place, Your use of the Software is governed by the terms and conditions contained in such Separate Agreement, and not by these Terms of Use. At any time that a Separate Agreement is not in place with respect to Your use of the Software, the provisions of these Terms of Use, including these Software Terms, govern Your use of the Software. To the extent that the provisions of any Separate Agreement are in conflict with any of the provisions of these Terms of Use, the provisions of the Separate Agreement shall govern and control Your use and termination of use of such Software.

VI.3. SOFTWARE--OTHER TERMS THAT APPLY

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:

You will not access or download any Software through or from Our Websites or otherwise unless We have granted You with express permission for such access or downloading;
Subject to Your compliance with all provisions of these Terms of Use, We grant You a personal, nontransferable, royalty-free, and nonexclusive license to use the Software solely on or in conjunction with computers that are accessible by and operated by Your authorized employees located within the United States of America (excluding its territories and possessions) and Canada, and solely for the internal business purpose of evaluating Our products and applications to determine if You will license them from Us under a Separate Agreement (which purpose prohibits You from using the Software or any portion thereof as a part of Your point-of-sale system or website);
We may terminate Your right to use the Software (or any portion thereof) granted under Section VI.3.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. Nevertheless, if not earlier terminated, as provided in the prior sentence in this Section VI.3.c, Your rights granted under Section VI.3.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 Section VI.3.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;
You shall not use the Software in a time-sharing service or a service-bureau operation or in or with any internal network or the Internet without Our express prior written consent;
You shall not, nor shall You suffer or permit any other person or entity, directly or indirectly, to use, sell, lease, disclose, perform, display, use, grant access to, assign, distribute, license, sublicense, transfer, dispose of, or otherwise exploit the Software, or any portion thereof, in any manner or to any person or entity, except as expressly authorized in these Terms of Use;
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 Section VI.3.b, above;
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.
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;
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.
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.
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.

VI.4. SAMPLES--AVAILABILITY

We may make certain Samples available on Our Websites. The Samples are intended to be examples and/or descriptions of the content of Our Software and Publications and how they operate. Samples may be made available by downloading through Our Websites, or We may provide You with Samples by other means (such as email) as a result of Your contacting Us through Our Websites. All Samples that are downloaded from Our Websites or otherwise provided to You as a result of Your contacting Us through Our Websites are “Software” under these Terms of Use.

VI.5. SAMPLES--LIMIT ON REPRESENTATION

Although the Samples are intended to be representative of Our actual Software and Publications, the actual features of Our Software and Publications may vary and will be specified in a Separate Agreement for use of the Software and Publications. 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 AND INFORMATION 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 SERVICES TO DETERMINE IF YOU WANT TO LICENSE THEM FROM US.

VI.6. SAMPLES--DOCUMENTATION

We may also make descriptions and sample documentation, which are also “Content” under these Terms of Use, related to Our Software and Publications. These descriptions and documentation provide an indication as to how Our Software and Publications operate, as well as other information regarding Our Software and Publications. Although these descriptions and sample documentation are intended to be representative of Our actual Software and Publications and the documentation that accompanies them, the actual Software and Publications and documentation may vary. For example, We may update Our Software and Publications from time to time and the descriptions and documentation may not always immediately reflect such updates. Thus, the descriptions and sample documentation provided through Our Websites are not to be used for any purpose other than evaluating whether to license Our Software and Publications from Us. If You elect to license Our Software and Publications, the actual product details and accompanying documentation will be in accordance with the Separate Agreement governing use of such Software and Publications.

YOU AGREE THAT YOU WILL NOT USE THE SOFTWARE AND PUBLICATION DESCRIPTIONS AND SAMPLE DOCUMENTATION AVAILABLE ON OUR WEBSITES FOR ANY PURPOSE OTHER THAN TO EVALUATE OUR SOFTWARE AND PUBLICATIONS TO DETERMINE IF YOU WANT TO LICENSE THEM FROM US.

VI.7. SOFTWARE--AMENDMENT OF TERMS OF USE

Notwithstanding any provision of these Terms of Use to the contrary, if these Terms of Use (including the Software Terms) are amended by Us, as provided in these Terms of Use, after You have downloaded the Software, such amendment will not apply to Your use of the Software. The Terms of Use in effect when You downloaded the Software, without such amendment, will continue to govern Your use of the Software. Nevertheless, the Terms of Use, as amended, will govern Your use of Our Websites and all other aspects of the Services.

VII. Hardcopy Publication Terms Of Use

The Hardcopy Publication Terms set forth in this Section VII (Hardcopy Publication Terms of Use) are a part of the Terms of Use. Before accessing or using any of the Hardcopy Publications, please read the Hardcopy Publication Terms set forth below. The Definitions and Important Data Notice set forth above, and the General Terms set forth below, are also a part of these Hardcopy Publication Terms.

VII.1. HARDCOPY PUBLICATIONS--AVAILABILITY

We may make Hardcopy Publications available for purchase through Our Websites. Please note that We typically sell Our Hardcopy Publications (including Our tire fitment databases and electronic tire catalogs) only for use in the tire industry. See the Important Data Notice , above.

VII.2. HARDCOPY PUBLICATIONS--SEPARATE AGREEMENTS

If You purchase Hardcopy Publications through Our Websites, the Hardcopy Publications and Your use of the Hardcopy Publications may be governed by a Separate Agreement entered into between You and TGP. If a Separate Agreement is in place, Your purchase and use of the Hardcopy Publications is governed by the terms and conditions contained in such Separate Agreement, and not by these Terms of Use. At any time that a Separate Agreement is not in place with respect to Your purchase and use of the Hardcopy Publications, the provisions of these Terms of Use, including these Hardcopy Publication Terms, govern Your purchase and use of the Hardcopy Publications. To the extent that the provisions of any Separate Agreement are in conflict with any of the provisions of these Terms of Use, the provisions of the Separate Agreement shall govern and control Your purchase and use of such Hardcopy Publications.

VII.3. HARDCOPY PUBLICATIONS--PURCHASE

You agree to pay the purchase price designated for Your Hardcopy Publications at the time of placing Your order for them. We use a third-party service provider to process credit card payments. You agree to provide true, accurate and correct information regarding Your identity and credit card to the third-party service provider. If Your credit card payment is invalidated for any reason, You agree to provide Us with an alternate means of payment promptly upon Our request.

VII.4. HARDCOPY PUBLICATIONS--OTHER TERMS THAT APPLY

If a Separate Agreement is not in place with respect to Your use of any Hardcopy Publications, the following provisions govern Your purchase and use of such Hardcopy Publications:

The terms and conditions stated in these Terms of Use shall govern over any contrary terms in Article 2 of the Uniform Commercial Code.
Each of the Hardcopy Publications will comply with TGP’s standard specifications for such Publications, which are subject to change at any time without notice.
TGP may, at its option, cancel Your order or delay shipment of Hardcopy Publications to You if: (i) You are in default under any material provision of these Terms of Use (including Your payment obligations), (ii) any cause specified in Section VII.4.e, below, makes it commercially impracticable, in TGP’s judgment for delivery of the Hardcopy Publications within a reasonable time after the scheduled delivery date, or (iii) You become insolvent or the subject of a proceeding under any bankruptcy law. Such cancellation shall not prejudice TGP’s right to any amounts then due or affect any other rights TGP may have under applicable law. In each case, You agree to promptly reimburse TGP for any expenses or losses incurred by TGP as a result of any such change, cancellation, or suspension.
The delivery schedule provided at the time of ordering Hardcopy Publications is approximate only. TGP will make reasonable efforts to deliver in accordance therewith, but shall have no liability for failure to do so. Pro rata payments will be due from You as deliveries are made by TGP. If a delivery is delayed as a result of Your action or inaction, TGP may require You to pay for the Hardcopy Publications as of the scheduled delivery date and may charge You for warehousing and other expenses incurred because of the delay.
TGP shall not be liable for delays or defaults in delivery due to acts of God or public enemies, war or military activity, riots, insurrection or sabotage, fires, floods, explosions or other catastrophes, unusually severe weather, accidents, epidemics or quarantine restrictions, acts of local, state or national governments, or public agencies, labor disputes or shortages, energy or material shortages, utility or communication failures or delays, threats or acts of terrorism, delays of a supplier of TGP, or causes beyond the reasonable control and without the fault or negligence of TGP. In the event of any such delay, the date of delivery shall be deferred for a period equal to the time lost by reason of the delay.
The method and means of packing and shipment of the Hardcopy Publications shall be at the discretion of TGP, unless otherwise specified at the time of order or as otherwise agreed by You and TGP. TGP’s obligation with respect to delivery ceases upon its tendering possession of the Hardcopy Publications to the first common carrier at TGP’s facility. Thereafter, all risk of damage, loss or delay in transportation shall be borne by You.
The prices stated at the time of placing an order for Hardcopy Publications apply only to the Hardcopy Publications scheduled for shipment as a part of that order. All costs of shipping the Hardcopy Publications to You, including without limitation, freight, insurance (for either Your or TGP’s benefit) and special packing or handling, shall be in addition to the stated prices and shall be paid by You. All sums are stated in and shall be paid in U.S. currency. TGP shall be entitled to interest on all unpaid sums from the due date until paid at the rate of the lesser of 1 1/2% per month or the maximum rate permitted by law. In addition to the stated prices, You shall pay TGP the amount of any excise, sales, use or other taxes incident to the sale of Hardcopy Publications for which TGP may be liable or which TGP is required by law to collect unless You timely provide TGP with a proper tax exemption certificate.
Written authorization must be obtained from TGP prior to the return of any Hardcopy Publications. Upon TGP’s verification of defect, TGP retains the option to repair, replace or issue credit, at TGP’s option, for the defective Hardcopy Publications. Risk of loss of or damage to any Hardcopy Publications returned to TGP shall remain with You until they are received by TGP. Shipping charges for returned Hardcopy Publications will be paid by TGP only for Hardcopy Publications repaired or replaced pursuant to warranty. Otherwise, such charge will be Your responsibility.
Claims for shortages, incorrect materials (including incorrect Hardcopy Publications), or invoicing errors must be made by You in writing within five (5) days after Your receipt of shipment. Claims for non-receipt of shipment must be made in writing within ten (10) days after the scheduled date of delivery. If TGP has agreed to pay for any transportation charges, claims for such charges must be made in writing within ninety (90) days after shipping date.

VIII. PDF Publication Terms Of Use

The PDF Publication Terms set forth in this Section VIII (PDF Publication Terms of Use) are a part of the Terms of Use. Before accessing or using any of the PDF Publications, please read the PDF Publication Terms set forth below. The Definitions and Important Data Notice set forth above, and the General Terms set forth below, are also a part of these PDF Publication Terms.

VIII.1. PDF PUBLICATIONS--AVAILABILITY

We may make certain PDF Publications available to You through Our Websites or for downloading from Our Websites. Please note that We typically license Our PDF Publications (including Our tire fitment databases and electronic tire catalogs) 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.

VIII.2. PDF PUBLICATIONS--SEPARATE AGREEMENTS

If You download PDF Publications from Our Websites, the PDF Publications and Your use of the PDF Publications may be governed by a Separate Agreement entered into between You and TGP. If a Separate Agreement is in place, Your access to and use of the PDF Publications is governed by the terms and conditions contained in such Separate Agreement, and not by these Terms of Use. At any time that a Separate Agreement is not in place with respect to Your use of the PDF Publications, the provisions of these Terms of Use, including these PDF Publication Terms, govern Your use of the PDF Publications. To the extent that the provisions of any Separate Agreement are in conflict with any of the provisions of these Terms of Use, the provisions of the Separate Agreement shall govern and control Your use and termination of use of such PDF Publications.

VIII.3. PDF PUBLICATIONS--LICENSE FEE

You agree to pay the license fee designated for Your PDF Publications at the time of placing Your order for them. We use a third-party service provider to process credit card payments. You agree to provide true, accurate and correct information regarding Your identity and credit card to the third-party service provider. If Your credit card payment is invalidated for any reason, You agree to provide Us with an alternate means of payment promptly upon Our request.

VIII.4. PDF PUBLICATIONS--DELIVERY IN A TANGIBLE MEDIUM

Unless otherwise provided in a Separate Agreement, if a PDF Publication You have ordered is to be delivered to You in a physical medium, such as a compact disk or USB drive, the provisions of Section VII.4 of these Terms of Use that apply to Hardcopy Publications will also apply to shipment, delivery and return of such PDF Publication as if it were a Hardcopy Publication.

VIII.5. PDF PUBLICATIONS--OTHER TERMS THAT APPLY

If a Separate Agreement is not in place with respect to Your use of any PDF Publications, the following provisions govern Your use of such PDF Publications:

You will not access or download any PDF Publications through or from Our Websites or otherwise unless We have granted You with express permission for such access or downloading;
Subject to Your compliance with all provisions of these Terms of Use, We grant You a personal, nontransferable, and nonexclusive license to use the PDF Publications solely on or in conjunction with computers and other devices that are accessible by and operated by Your authorized employees located within the United States of America (excluding its territories and possessions) and Canada, and solely for Your internal business purposes; provided, however, that only one (1) user may access and use any particular PDF Publication at any given time;
If not earlier terminated, as provided in the next succeeding sentence in this Section VIII.5.c, Your rights granted under Section VIII.5.b, above, with respect to each of the PDF Publications will terminate eighteen (18) calendar months after the date on which You first gained access to the PDF Publication. Nevertheless, We may terminate Your right to use all or any of the PDF Publications granted under Section VIII.5.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. Upon any such termination, We will refund You a proportionate amount (representing the time left on the license) of the license fees You paid for each of such terminated PDF Publications within thirty (30) days after the date of such termination. Upon any termination or expiration of Your right to use any PDF Publication, You shall immediately discontinue Your use of such PDF Publication, and, at Our option, return to Us or destroy all copies of such PDF Publication. Any such notice of termination or expiration of Your rights under Section VIII.5.b, above, shall not prejudice either Your or Our rights to any license 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 any PDF Publication 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 license fees for use of the PDF Publication, as reasonably determined by Us;
You shall not use any PDF Publication in a time-sharing service or a service-bureau operation or in or with any internal network or the Internet without Our express prior written consent;
You shall not, nor shall You suffer or permit any other person or entity, directly or indirectly, to use, sell, lease, disclose, perform, display, use, grant access to, assign, distribute, license, sublicense, transfer, dispose of, or otherwise exploit any PDF Publication, or any portion thereof, in any manner or to any person or entity, except as expressly authorized in these Terms of Use;
You shall not make, have made, or permit or suffer to be made any copy, duplication or reproduction of or derivative works from any PDF Publication, except for Your internal use as provided in Section VIII.5.b, above;
You shall not, nor shall You suffer or permit any other person or entity, directly or indirectly, to reverse compile, reverse engineer, or disassemble any PDF Publication or any portion thereof.
You shall not, and You shall not permit or suffer any other person or entity, without Our prior written consent, to access or use any PDF Publication 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 members, affiliates or sources: (i) for production purposes; or (ii) for any other benchmarking or competitive purposes, including building a competitive product or service;
We are not required to furnish You or any other party with any assistance or support of any kind whatsoever related to the PDF Publications, and all expenses incurred in Your use of the PDF Publications will be borne solely by You.
We may exercise all rights incident and related to ownership of the PDF Publications. 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 PDF Publications, 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.
You agree that You will hold all parts and contents of any PDF Publication that You have accessed in confidence for Us. You will take all reasonable steps necessary to protect the PDF Publications 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.

VIII.6. PDF PUBLICATIONS--AMENDMENT OF TERMS OF USE

Notwithstanding any provision of these Terms of Use to the contrary, if these Terms of Use (including the PDF Publication Terms) are amended by Us, as provided in these Terms of Use, after You have accessed or downloaded any PDF Publication, such amendment will not apply to Your use of such PDF Publication. The Terms of Use in effect when You first accessed or downloaded the PDF Publication, without such amendment, will continue to govern Your use of such PDF Publication. Nevertheless, the Terms of Use, as amended, will govern Your use of Our Websites and all other aspects of the Services.

IX. Tool Terms Of Use

The Tool Terms of Use (“Tool Terms”) set forth in this Section IX (Tool Terms of Use) are a part of the Terms of Use. Before purchasing or using any Tool, please read the Tool Terms set forth below. The Definitions and Important Data Notice set forth above, and the General Terms set forth below, are also a part of these Tool Terms.

IX.1. TOOLS--AVAILABILITY

We may make Tools available for purchase through the TGP Website. Please note that We typically sell Our Tools only for use in the tire industry.

IX.2. TOOLS--PURCHASE

You agree to pay the purchase price designated for Your Tools at the time of placing Your order for them. We use a third-party service provider to process credit card payments. You agree to provide true, accurate and correct information regarding Your identity and credit card to the third-party service provider. If Your credit card payment is invalidated for any reason, You agree to provide Us with an alternate means of payment promptly upon Our request.

IX.3. TOOLS--OTHER TERMS THAT APPLY

The provisions of Section VII ( Hardcopy Publication Terms ) of these Terms of Use that apply to Hardcopy Publications also apply to shipment and delivery of Tools as if each of the Tools were a Hardcopy Publication.

X. General Terms

The following terms and conditions apply to all of these Terms of Use, including the Website Terms, the Software Terms, the Hardcopy Publication Terms, the PDF Publication Terms, and the Tool Terms.

X.1. LIMITATION ON ACCESS AND USE

Only residents of the United States of America (excluding its territories and possessions) and Canada may access and use Our Websites and the Services. Please do not access or use Our Websites or the Services if You are not eligible to do so.

X.2. MODIFICATIONS AND PRACTICES

You acknowledge and agree that We may, from time to time, without notice to You and at Our sole discretion:

modify the Websites and the Services or any portion of either of them; and
establish various practices, limitations and restrictions for administering Our Websites and the Services, and You agree to be bound by such practices.

X.3. NO REPRESENTATIONS OR WARRANTIES

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 Our Websites or the Services.

Our Websites and the Services could include inaccuracies, typographical errors or other errors. We are not responsible or liable for any such inaccuracies or errors in Our Websites or the Services. We also make no commitment to update what is contained in Our Websites or the Services. 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 Our Websites 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 Our Websites, in the Services, or on linked websites.

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 Our Websites and the Services and to protect Ourselves and others. We also reserve the right to temporarily or permanently modify, alter, discontinue or delete any of Our Websites or any of the Services, or any portion of any of them, without prior notice, except as expressly provided otherwise in a Separate Agreement.

Consequently, and without limiting the foregoing,

WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF OUR WEBSITES OR THE SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR WEBSITES AND THE SERVICES 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 OUR WEBSITES OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF OUR WEBSITES OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

X.4. CONFIDENTIALITY

We cannot guarantee Your confidential use of Our Websites or the Services. We shall not be responsible for any harm that You or any person may suffer as a result of a breach of confidentiality in respect to Your use of Our Websites or the Services, except as may be provided otherwise by applicable law or a Separate Agreement. We reserve the right at all times to disclose any information as We deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Our sole discretion. See Our Privacy Policy for additional information regarding Our use and handling of personally identifiable information. The Privacy Policy is incorporated by reference as a part of these Terms of Use. If there is any conflict between the Privacy Policy and the other provisions of these Terms of Use, the other provisions of these Terms of Use govern and control collection, use and disclosure of Your personally identifiable information.

X.5. OWNERSHIP

Except as otherwise stated in these Terms of Use, all right, title and interest (including all patent, copyright, trademark and other intellectual property rights) to all Content and the Services belong to Us or Our licensors or other sources. In addition, the names, images and other indicia identifying Our Services are Our proprietary marks.

X.6. LICENSE

Nothing contained in Our Websites or the Services 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 these Terms of Use or in a Separate Agreement. No part of Our Websites or the Services 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 these Terms of Use or in a Separate Agreement.

X.7. ACES STANDARDS

Our Software and Publications may contain identifiers, standards and other information derived from the Aftermarket Catalog Enhanced Standard or any successor product (the “ACES Standards”) published by the Auto Care Association (“ACA”). If You license Software and Publications from Us, You may only use the ACES Standards contained therein to the extent that the ACA has granted You the legal right to use such ACES Standards.

X.8. WARRANTY

TGP warrants that the Publications and Tools sold or licensed to You hereunder will be free from physical defects in material and workmanship furnished by TGP and will conform, within normal commercial tolerances, to applicable specifications. TGP warrants that the Data incorporated in the Software and PDF Publications will be properly accessible by You given normal and intended usage in compliance with TGP’s Products User Guide or other documentation or instructions.

This warranty shall apply only where You have given TGP written notice of such defect or nonconformity within ninety (90) days after delivery of the Software, Publications or Tools by TGP to You. This warranty does not extend to any Software, Publication or Tool which has been subjected to abuse, misuse, neglect or accident, or to any Software, Publication or Tool which has been repaired or altered other than by TGP.

THE FOREGOING WARRANTY IS YOUR SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, QUALITY, PRODUCTIVENESS, OR OTHERWISE.

EXCEPT AS EXPRESSLY PROVIDED ABOVE IN THIS SECTION X.8, TGP MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEBSITES OR THE SERVICES, INCLUDING WITHOUT LIMITATION, THE SOFTWARE, THE PUBLICATIONS, THE TOOLS, OR THE DATA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITES AND THE SERVICES ARE PROVIDED "AS IS," “AS AVAILABLE,” AND WITHOUT WARRANTY OR GUARANTEE, AND ALL WARRANTIES AND GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE), ARE HEREBY EXCLUDED AND DISCLAIMED AND WAIVED BY YOU.

X.9. INDEMNIFICATION

TO THE MAXIMUM EXTENT PROVIDED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD TGP, OUR MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “INDEMNITEES”) HARMLESS AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, RECOVERIES, SETTLEMENTS, ACTIONS, PENALTIES, COSTS, LOSSES, AND DAMAGES (AS DEFINED BELOW IN THIS SECTION X.9) INCURRED BY THE INDEMNITEES, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, PAID OR UNPAID BY THE INDEMNITEES, DIRECTLY OR INDIRECTLY ARISING FROM OR RELATED TO: (A) YOUR USE OR MISUSE OF ANY OF OUR WEBSITES OR ANY OF THE SERVICES; OR (B) THE DATA OR ANY USE OR MISUSE OF THE DATA; (C) YOUR INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THE INDEMNITEES OR ANY THIRD PARTY; OR (D) YOUR VIOLATION OF ANY OF THESE TERMS OF USE; OR (E) YOUR NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS; IN EACH CASE, REGARDLESS OF ANY NEGLIGENCE ON THE PART OF ANY OF THE INDEMNITEES. FOR PURPOSES OF THIS SECTION X.9, THE TERM “DAMAGES” INCLUDES DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES RELATED TO INJURY TO (INCLUDING DEATH OF) YOU OR ANY OTHER PERSON, DAMAGE TO OR LOSS OF ANY PROPERTY, LOSS OF CONSORTIUM, LOSS OF OPPORTUNITY OR BUSINESS OR CONTRACTUAL RELATIONSHIP, VIOLATION OF ANY RIGHT TO PRIVACY, DEFAMATION OF CHARACTER OR REPUTATION AGAINST ANY PERSON, PRODUCT OR OTHER OBJECT, MENTAL DISTRESS OR ANGUISH, LOSS OF USE OR PROFITS, ATTORNEYS AND EXPERT FEES AND OTHER COSTS THROUGH ANY APPEAL, LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF COMPUTER PROGRAMS OR OTHER DATA, COST OF COVER, AND ANY AND ALL OTHER TYPES OF CLAIMS AND DAMAGES OF EVERY KIND, NATURE, AND DESCRIPTION. TGP WILL NOTIFY YOU PROMPTLY OF ANY SUCH LIABILITY, DEMAND, CLAIM, RECOVERY, SETTLEMENT, ACTION, PENALTY, COST, LOSS, OR DAMAGES, AND WILL PROVIDE YOU WITH REASONABLE ASSISTANCE, AT YOUR EXPENSE, IN DEFENDING THE SAME. TGP MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU AT YOUR EXPENSE IF WE DETERMINE THAT YOUR DEFENSE IS NOT ADEQUATE, AND YOU AGREE TO COOPERATE WITH US IN SUCH EVENT.

X.10. LIMITATION OF DAMAGES

IN NO EVENT WILL ANY OF THE INDEMNITEES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION, COST OF COVER) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, OUR WEBSITES OR THE SERVICES, OR USE, MISUSE OR PERFORMANCE OF ANY OF OUR WEBSITES, ANY SERVICES, OR OTHER MATERIALS PROVIDED OR AVAILABLE IN ASSOCIATION WITH ANY OF OUR WEBSITES, THE SERVICES, OR ANY OTHER LINKS OR LINKED WEBSITE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE, EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER SUCH DAMAGES AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE ON OUR PART OR ON THE PART OF ANY OTHER PARTY), STRICT LIABILITY OR OTHER LEGAL BASIS. FOR PURPOSES OF THIS SECTION X.10, THE TERM “DAMAGES” INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES THROUGH ANY APPEAL, ANY LOST PROFITS, AND ANY DAMAGES RELATED TO BUSINESS INTERRUPTION AND LOSS OF PROGRAMS OR OTHER DATA. YOU ACKNOWLEDGE THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR US TO PROVIDE OUR WEBSITES AND THE SERVICES.

X.11. GOVERNING LAWS IN CASE OF DISPUTE

THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, USA, AS THEY APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THEREIN BY RESIDENTS THEREOF. TO THE EXTENT THAT WE HAVE THE RIGHT TO BRING ANY ACTION IN COURT UNDER SECTION X.12, BELOW, YOU IRREVOCABLY CONSENT AND WAIVE ALL OBJECTION TO PERSONAL JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN PALM BEACH, BROWARD OR MIAMI-DADE COUNTY, FLORIDA, USA, AND ALL OTHER COURTS, WHEREVER LOCATED, WHERE WE DETERMINE AN ACTION IS NECESSARY TO ENFORCE OUR RIGHTS UNDER THESE TERMS OF USE.

X.12. INTEGRATION; SEVERABILITY; GENERAL

These Terms of Use incorporate by reference Our Privacy Policy and any notices contained on Our Websites and constitute the entire agreement with respect to Your access to and use of Our Websites and the Services. Any provision of these Terms of Use which is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be severable from these Terms of Use in that jurisdiction without in any way invalidating the remaining provisions of these Terms of Use. The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction.

These Terms of Use will be binding upon and inure to the benefit of the parties and each of their respective assigns and successors-in-interest. We may assign Our rights or delegate Our duties under these Terms of Use, but You may not assign Your rights or delegate Your duties under these Terms of Use without Our prior written consent. Except as expressly provided otherwise in these Terms of Use, no third party will have any rights as a third party beneficiary under these Terms of Use. Time is of the essence in the performance of each and every obligation under these Terms of Use. References to “days,” “months,” “quarters,” or “years” mean calendar days, months, quarters or years, respectively. The captions and headings in this Agreement will not be used in interpreting these Terms of Use. No delay or omission in the exercise of any right or remedy will impair such right or remedy or be construed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act. Use of the terms “including” or “includes” does not imply any limitation.

X.13. TRADEMARKS

Graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through Our Websites 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, including the 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 Our Websites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Us.

X.14. SURVIVAL

Except for the rights granted to You to access and use the Services, as provided in these Terms of Use, the terms, conditions, covenants, indemnifications, releases, waivers, and all other provisions of these Terms of Use shall survive the termination or expiration of these Terms or Use, Our Websites or the Services.

X.15. ARBITRATION

Excluding legal action taken by Us at Our option to obtain an injunction or other equitable relief to prevent the improper appropriation, disclosure, or other misuse of Our intellectual property rights, the Services, and/or Our Websites, the exclusive method for resolving any controversy, dispute or claim arising from or related to these Terms of Use, Our Websites, or the Services, including the construction and scope of these Terms of Use, shall be by arbitration before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration rules and regulations of the American Arbitration Association (“Association”) then in effect. Any such controversy, dispute or claim shall be arbitrated on an individual basis, and shall not be consolidated with any arbitration regarding any claim, dispute or controversy of any other party. Within ten (10) days after the filing of any request to arbitrate, the parties will each select an arbitrator, and the selected arbitrators will select the Arbitrator within thirty (30) days after the date of such filing. If either party refuses or fails to select an arbitrator within the designated time period, the Association will select the arbitrator on behalf of such party. If the arbitrators selected by the parties refuse or fail to select the Arbitrator within the designated time period, then on the request of any party, the Association will select the Arbitrator. Each of the selected arbitrators and the finally appointed Arbitrator will be recognized by the Association as a legal expert in the field of business practices in the automotive industry. The parties hereby irrevocably agree that the arbitration will be held within the County of Palm Beach, Broward, or Miami-Dade, State of Florida, USA, and will apply the laws of the State of Florida (without regard to their conflicts of law principles). The Arbitrator may award any and all remedies and relief deemed appropriate under the circumstances, including money damages and injunctive relief. If any party fails to provide any response or to appear at any arbitration proceeding, the Arbitrator will proceed with the arbitration without such response or appearance. At the conclusion of the arbitration, the Arbitrator will issue a written award containing essential findings of fact and reasoned opinions and conclusions on which the award is based. The final award rendered by the Arbitrator will be binding, final and non-appealable. Judgment upon any arbitration may be entered in any court having competent jurisdiction thereof. The costs of arbitration and the Arbitrator's fees in connection with any such arbitration will be shared equally by the parties unless the Arbitrator determines that the party or parties prevailing in the arbitration shall bear a lesser portion thereof. This arbitration provision will be deemed to be self-executing and will remain in full force and effect after the expiration or termination of these Terms of Use, Our Websites, and/or the Services. Except as may be required by applicable law, no party, arbitrator, Arbitrator, or the Association will disclose the existence, content, or results of any arbitration hereunder without the express prior written consent of both You and Us. Notwithstanding the above, any party may bring an action in any court of proper jurisdiction with respect to any claim having a reasonable value of U.S. $5,000.00 or less, without considering attorneys fees and other costs.

X.16. NOTICES

All notices or other communications required or permitted to be given to Us under these Terms of Use shall be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt requested, or sent by an overnight express courier service that provides written confirmation of delivery, to Us at TGP Solutions LLC, 1101-6 S. Rogers Circle, Boca Raton, FL 33487, U.S.A., Attention: Director of Contracts. All notices or other communications required or permitted to be given to You under these Terms of Use shall be to the email address that You provide to Us. Notice shall be deemed given when the email is sent to such email address. Alternatively, We may provide You with notice or communication by registered or certified mail, postage prepaid, return receipt requested, or sent by an overnight express courier service that provides written confirmation of delivery. In the case of any communication by mail or courier, delivery shall be deemed to have occurred upon receipt of such communication by the recipient thereof.

X.17. ATTORNEYS FEES

In the event any action, claim, litigation, arbitration, mediation, or other proceeding (collectively, “Proceeding”) is initiated by any party against any other party to enforce, interpret or otherwise obtain arbitral, judicial or quasi-judicial relief in connection with these Terms of Use, the prevailing party in such Proceeding shall be entitled to recover from the unsuccessful party all reasonably incurred costs, expenses, and attorney's fees relating to or arising out of (a) such Proceeding (whether or not such Proceeding proceeds to award or judgment), and (b) any post judgment or post award Proceeding, including, without limitation, one to enforce any judgment or award resulting from any such Proceeding. Nothing in this Section X.17 shall be construed to negate or limit the obligation to arbitrate claims and disputes under Section X.15, above.

Fitment Publications