Effective Date: October 10, 2016
To review material modifications and their effective dates scroll to the bottom of the page. This document is licensed only for use by the owner of this website. Copying or use of this document in whole or in part by anyone other than the licensee is prohibited.
THIS WWW.TIREREGISTRATIONPLUS.COM WEBSITE (“SITE”) IS OWNED AND OPERATED BY TIREMETRIX LLC ("TIREMETRIX"). TIREMETRIX IS WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES (AS DEFINED HEREIN) PROVIDED THROUGH THE SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT (AS DEFINED HEREIN). PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON "I ACCEPT", OR USING THE SITE OR SERVICES, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY OR PERSON ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT, THEN YOU ARE NOT GRANTED RIGHTS TO ESTABLISH AN ACCOUNT OR TO USE THE SITE OR SERVICES, AND YOU SHOULD DISCONTINUE YOUR USE OF THE SITE AND SERVICES.
1. Parties. The parties to this Agreement are you and Tiremetrix. If you are not acting on behalf of yourself as an individual, then "you", "your", and "yourself" means your company or organization or the person you are representing. All references to "we", "us", or "our" shall be construed to mean Tiremetrix, and "this website" or "the Site" shall be construed to mean the Site.
3. Modification of Agreement. We reserve the right to modify the Agreement and/or the policies relating to the Site, at any time in our sole discretion. We will notify you of such changes by posting the changes on the Site. You are responsible for regularly reviewing the Site and the Agreement. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE.
4. Subscription Eligibility / Non-Compete.
5. Subscription Services. Subscription services include access through the Site to the TIRE REGISTRATION PLUS online software for purposes of reporting and reviewing information about tires in accordance with the terms of the Agreement ("Services"). We reserve the right to update and modify the Services from time to time.
6. Subscription Use and Restrictions. Subject to your compliance with all of the terms and conditions of the Agreement, including without limitation your payment obligations, you may access and use the Site and the Services, but only for your own internal purposes and not for the benefit of any third party. All rights not expressly granted in the Agreement are reserved by us and our licensors.
7. Ownership. We and/or our licensors own and shall retain all rights, title and interests, including all intellectual property rights, in and to the Site, the Services, and all content and elements thereof. Except for the express licenses granted to you herein, you neither have nor acquire any rights, title or interests in or to the Site, or any element thereof. In connection with your use of the Site or the Services, you may provide information to us, including without limitation, information regarding the removal, selection, installation, operation, use or compatibility of any tires. Upon your provision of such information, you agree that such information, to the extent we de-identify it so that it is not traceable to you or your customer(s), may be incorporated into the Site and/or Services, and that Tiremetrix will own and retain all rights, title and interests, including all intellectual property rights, in such de-identified information. Except in connection with your authorized use of the Site and the Services, you agree that Tiremetrix will have no obligation to return or otherwise provide any information to you after you submit it to Tiremetrix.
8. Subscription Term. The term of your subscription to the Services shall be specified during the registration process. After the expiration of this term, you may purchase another subscription in accordance with the terms and conditions posted on the Site. Upon the expiration or earlier termination of your subscription and/or the Agreement, you shall no longer be entitled to use the Site or Services and all licenses and rights granted to you hereunder shall terminate.
9. Termination.You agree that we may terminate your account and access to the Services and/or Site without prior notice, upon the occurrence of any one of the following: (a) any breach of the Agreement, including without limitation any failure to pay fees as they become due or any unauthorized access to or use of the Site or Services, or (b) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all Services, and (ii) deletion of your login data, password, and all related information. Further, you agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to Services. If we elect to terminate the Agreement for cause, we may elect, in our sole discretion, not to refund any prepaid fees or other amounts to you.
10. Your Account-Related Responsibilities. You are responsible for maintaining the confidentiality of your login ID, password, and any additional information that we may provide regarding accessing your account. You may not knowingly share your login ID and password with another person who is not authorized to use the Services. You agree to immediately notify us of any unauthorized use of your login ID, password, or account or any other breach of security. You are responsible for all activity that occurs under your login ID, password and/or account.
11. Subscription Fees. You agree to pay subscription fees as specified in the registration process. Payment of subscription fees may be by credit card online at the Site, or by any other method approved by us. Fees are non-refundable, unless expressly provided otherwise on the Site. If for any reason we are unable to charge your credit card with the full amount of the fees, or if we are charged back for any fee previously charged to your credit card, you agree that we may pursue all available remedies to pursue payment, including without limitation, suspension or termination of your account and rights to all Services from the Site.
12. Warranty Disclaimers.
13. Indemnification. You shall indemnify, defend and hold Tiremetrix, its licensors and information providers, and each such party’s parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, actions, proceedings, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with your: (a) access to and/or use of the Site or Services; (b) submissions, data and/or other information provided to Tiremetrix; (c) breach of the Agreement; and/or (d) violation of any applicable law or right of a third party.
14. Limitation of Liability. IN NO EVENT SHALL TIREMETRIX’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL TIREMETRIX AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE AND/OR SERVICES, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE SITE OR SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES OR THIS SITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Confidential Information.
16. Intended For Use Only In The United States and Canada. This Site and the Services are intended for use only from within the United States and Canada. Access to the Site and/or the Services from locations where its contents are illegal is not authorized.
17. Export Control. This Site provides Services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You acknowledge and agree that the Site and Services shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
18. Registration Data. Registration is required for you to establish an account at the Site. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form ("Registration Data"), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. Without limiting our other termination rights under the Agreement, if any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in its sole discretion, to suspend or terminate rights to use your account. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.
19. How We Treat Postings To This Site. We will not treat information that you post to areas of the Site that are viewable by others (for example, to a blog, forum or chat-room) as proprietary, private, or confidential. We have no obligation to monitor posts to the Site or to exercise any editorial control over such posts; however, we reserve the right to review such posts and to remove any material that, in our judgment, is not appropriate. Posting, transmitting, promoting, using, distributing or storing content that could subject us to any legal liability, whether in tort or otherwise, or that is in violation of any applicable law or regulation, or otherwise contrary to commonly accepted community standards, is prohibited, including without limitation information and material protected by copyright, trademark, trade secret, nondisclosure or confidentiality agreements, or other intellectual property rights, and material that is obscene, defamatory, constitutes a threat, or violates export control laws.
20. Defamation; Communications Decency Act Notice. This Site is, or may in the future be, a provider of "interactive computer services" under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other claims arising out of any postings to the Site by third parties is limited as described therein. We are not responsible for content or any other information posted to the Site by third parties. We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.
22. Security. You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. We shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from our failure to perform the forgoing obligations, you agree that we shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time. We will promptly report to you any unauthorized access to your data promptly upon discovery by us, and we will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.
23. Notices. We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received by us) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us as follows: Tiremetrix LLC, 8336 Hilton Rd, Suite 400, Brighton, MI 48114, in either case, addressed to the attention of "President of the Company". Notices will not be effective unless sent in accordance with the above requirements.
24. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to the Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Detroit, MI, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Michigan, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.
25. Jurisdiction and Venue; Applicable Law. The courts of Livingston County in the State of Michigan, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under the Agreement. The laws of the State of Michigan, USA shall apply to all issues in dispute, excluding its rules regarding conflicts of law.
26. Severability. If any provision of the Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of the Agreement, and the Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
27. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.
28. Survival. Any provision of the Agreement that imposes or contemplates continuing obligations on or of a party will survive any expiration or termination of this Agreement, including, without limitation, all provisions of the Agreement relating to ownership, confidentiality limitations of liability, indemnification and disclaimers of warranty.
29. U.S. Government End-Users. We provide the Web Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Web Services include only those rights customarily provided to the public as defined in the Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. Unpublished-rights reserved under the copyright laws of the United States.
30. Miscellaneous. The Agreement, constitutes the entire understanding of the parties with respect to the Site and the Services and merges all prior communications, representations, and agreements. The relationship between you and Tiremetrix is that of independent contractor. No joint venture, partnership, employment, or agency relationship exists between you and Tiremetrix as a result of the Agreement or your access to the Site and/or Services. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. Neither the rights nor the obligations arising under the Agreement are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect. Tiremetrix may assign this Agreement without restriction. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language. If you are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: "The parties confirm that the Agreement and all related documentation is and will be in the English language."); and (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Site, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this agreement enforceable.