These terms and conditions of use constitute, and are hereafter referred to as, the Agreement that governs your use of the "Website" (as defined below in this Agreement) of METRIX®. The Website is available for you only on the condition that you agree to the terms and conditions of this Agreement, all with the intention of making this Agreement legally binding upon you.
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE METRIX WEBSITE YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE.
User Eligibility. This Website is provided by METRIX and is available only to people and entities who can form legally binding agreements. If you do not qualify, do not use this Website.
License and Site Access. METRIX grants you a limited personal, nontransferable, non-sublicensable, revocable worldwide license to access and use the Website for the purpose of reviewing, evaluating, searching for or purchasing automobile parts from METRIX. Any rights not expressly granted by this agreement are reserved by METRIX.
Changes. METRIX reserves the right, at its discretion, to change the terms of this Agreement and/or change, suspend, discontinue or modify any aspect of the Website. Such modifications may include, without limitation, changes in content, in user priorities, and discontinuance of functional aspects of the Website.
Notices of Changes. Any notice or statement of changes/modifications described above will be displayed online, and such display shall constitute effective notice under this Agreement. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions. Additionally, your continued use of the Website after the posting of any notice of a change in the terms and conditions shall constitute your acceptance to be bound by any such changes.
The "Website" means all areas and aspects of METRIX's publicly available web pages including, without limitation, catalogs, text, data, photos, graphics and/or video or any information obtained through such web pages (collectively referred to herein as "Information"), METRIX's computers or network and any subscription or software, product, service, or information provided by METRIX. METRIX has entered into contractual relationships with certain vendors, sponsors, and advertisers of products or services (the "Vendors"), whereby METRIX may link to or display Information, advertisements, discounts, products, goods, or services offered by the Vendors. METRIX does not guarantee the availability or accuracy of any such Vendor Information or offers, nor does it endorse any Vendor products or services.
METRIX shall not be held liable, directly or indirectly, for any loss or damage caused by your use of: a) any external site linked to the Website, b) Vendor Information, or c) Vendor products or services. Statements made on the Website concerning the products or services of METRIX do not constitute an offer, but are merely solicitations of an offer.
In addition to this Agreement, your access to or use of certain METRIX web pages or products, such as the downloading and use of certain software, may be subject to a separate license for access or use. In case of any conflict between this Agreement and the terms of a separate specific license agreement between you and METRIX, the terms of such specific license agreement will govern.
INTELLECTUAL PROPERTY OWNERSHIP AND USE.
Any intellectual property associated with the Website, including content and the trademarks, service marks, trade dress, copyrights and patents appearing on the Website or referenced in it, are the sole property of METRIX or other parties. Any rights associated with any intellectual property are retained by its owner, and are protected by applicable law. This agreement expressly prohibits any use of any intellectual property associated with the WEBSITE except as expressly specified in this Agreement or elsewhere by METRIX in writing.
LIMITATIONS ON USE AND USER SUBMISSIONS.
Copyright, Patent and Trademark Notice. All Information and content of the Website, including but not limited to, all text, photos, graphics, audio, software, and/or video is copyrighted by METRIX, or its affiliates or subsidiaries. ©2006 METRIX. All rights reserved.
No portion of the Information or content may be directly or indirectly copied, published, reproduced, modified, performed, displayed, sold, transmitted, published, broadcast, rewritten for broadcast or publication or redistributed in any medium. Nor may any portion of the content be stored in a computer or distributed over any network except that you may download or print one copy of pages strictly for personal and non-commercial use. You shall not use any robot, spider, other automatic device or manual process or device to monitor, collect, aggregate or access Information from the Website without the prior, express written consent of METRIX.
METRIX, and its associated logos, page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, and/or registered trademarks of METRIX. All other product names and METRIX logos mentioned herein are trademarks of their respective owners. Neither these materials nor any portion thereof may be stored in a computer except as reasonably necessary for personal and non-commercial use.
Restricted Use of the Site. You agree to use the Website for lawful purposes only. You agree not to post or transmit any information through the Website which (1) infringes the rights of others or violates their privacy or publicity rights, (2) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, or (3) is protected by patent, copyright, trademark or other proprietary right without the express permission of the owner of such right. You shall be solely liable for any damages resulting from any infringement of patent, copyright, trademark or other proprietary right, or any other harm resulting from your use of the Website.
Submissions. METRIX does not want to receive any confidential or proprietary information from you. Any information, material or idea you submit to METRIX by any means will be treated as non-confidential and non-proprietary and may be used by METRIX for any purpose whatsoever, including without limitation the development and/or provision of products and services.
Linking. Without the prior written consent of METRIX, you may not use any of METRIX's proprietary logos, marks, or other distinctive graphics, video, audio material or Information in your links. You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by METRIX; 2) cause confusion, mistake, or deception; 3) dilute METRIX's trademarks or service marks; or 4) otherwise violate state or federal law. METRIX reserves the right to disable any unauthorized links or frames and to bar any party from caching, framing or linking to any portion of the Website at any time. If you desire to provide a link from your website to the Website, or to frame it, you must first contact METRIX for written permission via the contact method provided on the Website. METRIX will be under no obligation, however, to permit any link or frame.
ACCESS AND DELAYS IN THE WEBSITE.
METRIX, its affiliates, subsidiaries, and Vendors shall have no responsibility to provide you access to the Website. Further, METRIX, its affiliates, subsidiaries, and Vendors shall not be liable to you for any loss or liability resulting, directly or indirectly, from delays, inaccuracies, errors, omissions or interruptions of the Website for any reason, including, without limitation, due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, acts of terrorism, or to other like causes.
MONITORING OF SITE.
You acknowledge that METRIX reserves the right to, and may from time to time, monitor for all lawful purposes any and all Information and content transmitted or received through the Website. During monitoring, Information may be examined, recorded, copied, and used for authorized purposes. All Information and content, including personal information, placed on or sent over the Website may be monitored. Use of the Website, authorized or unauthorized, constitutes consent to such monitoring and an acknowledgement that your information will not be treated as confidential.
REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY.
General Disclaimer and Limited Warranty. You acknowledge that certain aspects of the Information and/or Vendor Information and links provided through the Website are compiled from sources which may be beyond the control of METRIX. Though such Information and links are recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies may occur. METRIX, its licensors and Vendors do not warrant the accuracy or suitability of such Information. Neither METRIX, its licensees, or Vendors represent or endorse the accuracy or reliability of the Information distributed through the Website. FOR THIS REASON, YOU ACKNOWLEDGE THAT THE WEBSITE IS PROVIDED TO YOU ON AN "AS IS WITH ALL FAULTS BASIS." METRIX, ITS LICENSORS, AND VENDORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING. FURTHER, METRIX, ITS LICENSORS, AND VENDORS NEITHER REPRESENT NOR WARRANT THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS OR IS SUITABLE FOR YOUR NEEDS.
You assume all risk of errors and/or omissions in the Website, including the transmission or translation of data. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Website, including the Information, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under this Agreement.
Viruses. YOU ACKNOWLEDGE AND AGREE THAT METRIX USES REASONABLE EFFORTS TO ASSURE THAT NO VIRUSES OR PROGRAMS WITH SIMILAR FUNCTIONS OPERATE ON, OR ARE PASSED THROUGH THE WEBSITE OR THE INFORMATION. HOWEVER, YOU HEREBY ASSUME ALL RESPONSIBILITY (AND THEREBY HOLD METRIX HARMLESS), BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION.
Limitation of Liability. YOU AGREE THAT METRIX AND ITS AFFILIATES, SUBSIDIARIES, AND VENDORS SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE FOR ANY PURPOSE WHATSOEVER. IF THE ABOVE LIMITATIONS OF LIABILITIES SHOULD FAIL IN THEIR ESSENTIAL PURPOSE FOR ANY REASON, SUCH LIABILITY IS AND SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO TEN (10%) PERCENT OF THE SUMS PAID TO METRIX BY YOU UNDER THE TERMS OF THIS AGREEMENT OR $100.00, WHICHEVER IS GREATER, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY EVEN IF METRIX OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
YOU SHALL RELEASE, DISCHARGE, AND RELINQUISH AND DEFEND AND INDEMNIFY AND HOLD HARMLESS METRIX AND ITS AFFILIATES, SUBSIDIARIES, AND VENDORS, AND EACH OF THEIR MEMBERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND CONTRACTORS OF WHATEVER TIER FROM AND AGAINST ALL LOSS, CLAIMS, DEMANDS AND CAUSES OF ACTIONS OF WHATEVER KIND OR CHARACTER, INCLUDING WITHOUT LIMITATION COSTS, REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED IN CONNECTION WITH ANY CLAIM BROUGHT BY ANY PERSONS OR ENTITIES ARISING FROM, IN CONNECTION WITH, OR RELATING TO YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING YOUR USE OF THE INFORMATION OBTAINED THROUGH THE WEBSITE. THE OBLIGATIONS TO RELEASE, TO DEFEND AND TO INDEMNITY CONTAINED IN THIS SECTION SHALL APPLY EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, SOLE, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, CONTRACTUAL LIABILITIES OF THIRD PARTIES, OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE INDEMNITEES. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY SUCH CLAIM.
Governing Law; Limitations; Venue. The laws of the State of California, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction, shall govern this Agreement. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Website as contemplated by this Agreement must be instituted within one (1) year from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action shall be brought EXCLUSIVELY in the state or federal courts located in Newark, Alameda County, California, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of California as your agent for service of process. You agree to waive any objection that the state or federal courts of Alameda, California are an inconvenient forum.
Assignments. You may not assign any of your rights, obligations, privileges, or performance hereunder without the prior written consent of METRIX. Any assignment other than as provided for in this paragraph shall be null and void.
Severability. If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision); and, as so reformed or modified, fully enforce this Agreement.
U.S. Government Restricted Rights. The materials on the Website are provided with "RESTRICTED RIGHTS." Use, duplication or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgement of METRIX's proprietary rights in them.
Termination. METRIX may terminate or suspend your use of the Website for any reason. Termination or cancellation of your use of the Website shall not effect any right or relief to which METRIX may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to METRIX.
Notice. Official correspondence must be sent to our distributor, WORLDPAC Inc., at www.worldpac.com
Entire Agreement. This Agreement is complete and effective at the time you begin use of the Website. With the possible exception of separate, additional licenses for the use of a particular METRIX product or service offering, THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND NO OTHER AGREEMENT, WRITTEN OR ORAL, EXISTS BETWEEN YOU AND METRIX.