This is a legal agreement between you ("YOU" or "USER" or "CUSTOMER") and TOWER INTERNATIONAL ("TOWER" or "Company"). Your access to and use of the TOWER Internet Website ("Tower site" or "site") is subject to this agreement. By accessing, browsing and/or using the TOWER site, you acknowledge that you have read, understand, and agree without limitation or qualification to be bound by the terms and conditions of this agreement. If you do not agree to be bound by the terms and conditions of this agreement, do not use the TOWER site.
1. ACCEPTANCE OF TERMS
2. ACCESS AND USE OF THE SITE
2.1 User may access and use the Site solely for User's own business purposes and in accordance with the Agreement. User is responsible to ensure that each of its employees, agents and representatives complies with and uses the Site only in strict accordance with the Agreement. User shall not allow access to or use of the Site or any component thereof by or for the benefit of any third-parties, including, without limitation, providing timeshare services, without TOWER's prior written consent.
3. PROPRIETARY RIGHTS
3.2 Copyright. The copyright on all material on the TOWER site is owned by TOWER or by the original creator of such material and may not be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any manner, including, but not limited to, by electronic, mechanical, photocopying, recording or other means, except as provided in this agreement, without TOWER's express written permission. All TOWER content and graphics on this site are protected by U.S. copyright and international treaties and may not be copied without the express permission of TOWER, which reserves all rights. Re-use of any of content and graphics for any purpose is strictly prohibited. DO NOT copy or adapt the HTML that generates pages. It also is covered by copyright. The content of the TOWER site may be subject to RESTRICTED RIGHTS. Use, duplication or disclosure by the government may be subject to restrictions imposed by applicable law. Use by the government constitutes acknowledgement of TOWER's proprietary rights therein.
3.3 Trademarks. Among the trademarks and service marks owned by TOWER are TOWER INTERNATIONAL and TOWER and the respective logos. The "look" and "feel" of the public portions of the site also are trademarks of TOWER. These include color combinations, button shapes, layout and all other graphical elements. All other trademarks and trade names are the property of their respective owners.
3.4 Trade Secrets. The non-public portions of the site constitute trade secrets, proprietary information and confidential information of TOWER. If you have been provided access to non-public portions of the site by TOWER, you are reminded that you are required to maintain in strictest confidence this information and that this obligation not to disclose or misuse that information survives the termination or cessation of this agreement.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1 By User. User hereby represents, warrants and covenants to TOWER as follows:
(a) Compliance with Agreement. All activities of User on, through or relating to the Tower site shall be and continue to be in compliance with the Agreement, all rules governing transactions on or through the Site and affiliated sites, and all Applicable Laws; all information and data posted on the Site by User shall comply with all Applicable Laws.
(b) No Modification. User shall not modify or tamper in any way with the Site, including, without limitation, any software, data or functionality thereof, nor use any automated procedure to gather information or data on or from the Site.
(c) Authority. User has the authority to enter into the Agreement and to perform its obligations thereunder; the execution and performance of the Agreement does not and will not violate any agreement to which User is a party or by which it is otherwise bound; and this Agreement constitutes a legal, valid and binding obligation of the User, enforceable in accordance with its terms and conditions.
(d) Security. User shall not breach or attempt to breach the security of the software, network, servers, data, computers or other hardware relating to the Site.
4.2 No Warranties by TOWER. TOWER does not warrant or represent that use of materials displayed on the TOWER site will not infringe the rights of third-parties. TOWER makes no warranty or representation as to the accuracy of the contents of the TOWER site.
TOWER assumes no liability or responsibility for errors or omissions in the contents of the TOWER site. TOWER makes no representations or warranties regarding whether the Site complies with any requirements imposed upon User by any applicable law or regulation, and TOWER shall not incur any liability with respect to any lack of compliance with any such laws or regulations. Determining and ensuring compliance with all such laws and regulations shall be the sole responsibility of User.
NO WARRANTIES/DISCLAIMER. THIS SITE AND THE TOWER MATERIALS ARE PROVIDED ON AN "AS IS" BASIS AND AS SUCH THIS SITE AND THE TOWER MATERIALS MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. TOWER DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE TOWER MATERIALS OR ANY OPINION, ADVICE OR STATEMENT DISPLAYED ON THIS SITE, INCLUDING BUT NOT LIMITED TO THE PARTNER PASSWORD-PROTECTED PORTION. TOWER EXPRESSLY HEREBY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. THIS SITE AND THE TOWER MATERIALS MAY BE INCORRECT, OUT OF DATE, INAPPROPRIATE FOR ANY PARTICULAR TRANSACTION, AND MAY CONTAIN "BUGS", ERRORS, PROBLEMS, DEFECTS OR OTHER LIMITATIONS.
The use of the Site is at your own risk.
THE COMPANY DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.
4.3 Limitation on Damages. Neither TOWER nor any of its agents, subsidiaries, affiliates, officers, directors, employees and/or shareholders is liable for any direct, incidental, consequential, indirect, special, exemplary or punitive damages arising out of or resulting from or relating in any way to your accessing, browsing and/or use of the TOWER site. Without limiting the foregoing in any way, UNDER NO CIRCUMSTANCE SHALL TOWER BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT, IN WHOLE OR IN PART, APPLY TO YOU.
THE LIMITATION ON DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TOWER AND USER REGARDING USE OF THIS SITE. THIS SITE AND THE TOWER MATERIALS WOULD NOT BE PROVIDED TO USER WITHOUT SUCH LIMITATION ON DAMAGES.
5. LINKS TO OTHER SITES
5.1 TOWER, from time to time, may include on the TOWER site links to sites of third-parties. These links are provided solely as a convenience and not as an endorsement by Tower of the contents on such third-party Websites. TOWER has not reviewed and is not responsible for any third-party site. Your use to any third-party site is at your own risk; links are provided as Internet navigation tools only. Users should be aware that linked sites may contain rules and regulations, privacy policies, confidentiality policies and other provisions that differ from the provisions of this Site. TOWER is not responsible for such policies and expressly disclaims any and all liability related to such policies. TOWER makes no warranty or representation regarding any linked Websites or the information appearing on such linked sites.
6. MIRRORING/FRAMING/UNAUTHORIZED LINKS
6.1 You may not, without TOWER's permission, "mirror" some or all of the content of the TOWER site on any other server. TOWER prohibits caching, unauthorized hypertext links to this Site, or the framing of any materials available on this Site. As such, TOWER reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the materials available on any other Website linked to this Site.
8. PROTECTED/SECURE AREAS
8.1 Partner Password-Protected Portion. TOWER maintains certain non-public portions of the Site which are accessible to and intended solely for the use of authorized TOWER suppliers, vendors and other contractual partners. If you are entitled to access to such partner password-protected portions of the site, you will receive a password. You are responsible for maintaining the confidentiality of your password. You shall be responsible for all uses of your password, whether or not authorized by you. You agree to immediately notify Tower of any unauthorized use of your password. TOWER cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
8.2 Access to Protected/Secure Areas. Access to and use of password-protected and/or secure areas of this Site are restricted to authorized Users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
User will take reasonable steps to prevent the unauthorized use and disclosure of any Password or User ID. User shall, immediately, upon discovery, notify Tower of any unauthorized use of any Password or User ID and take any steps within its control to prevent any further unauthorized use. User is responsible for all acts attributable to any person using any of its Passwords or User IDs. TOWER shall not bear responsibility for any security breaches of any kind.
9. CONFIDENTIALITY OF INFORMATION
9.1 Obligation. Except as otherwise provided by the Agreement, if User is provided with Confidential Information of Tower (which may include passwords and User IDs for partner password-protected portions of the Tower site), User may use Confidential Information of Tower only to perform its obligations and User may not use or disclose any Confidential Information of Tower for any other purpose without Tower's prior written permission, except as required by Applicable Laws, including, without limitation, any court or governmental order. User shall take commercially reasonable precautions to safeguard the confidentiality of all Confidential Information of Tower, including, at a minimum, those precautions taken by such party to protect its own confidential information of a similar nature. User will be responsible for any breaches of this Article 9 by its respective employees, contractors and agents.
9.2 Relief. User acknowledges that any breach of its obligations under this Article 9 may cause irreparable injury to Tower and/or its third-party licensors or contractors, which injury may be inadequately compensable in damages. Accordingly, Tower or such other party may seek and obtain, without the posting of any bond or security, equitable relief against the breach or threatened breach of User's obligations hereunder.
10. SPECIFIC PROHIBITED USES
10.1 The Site may be used only for lawful purposes. Tower specifically prohibits any use of the Site, and all users agree not to use the Site, for any of the following:
(a) Posting any incomplete, false or inaccurate information.
(b) Deleting or revising any material posted by any other person or entity.
(c) Disclosing to or sharing your password with any third-parties or using your password for any unauthorized purpose.
(d) Attempting to decipher, decompile, disassemble or reverse engineer any of the software composing or in any way making up a part of the Site.
(e) Uploading, posting, emailing or otherwise transmitting any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(f) Harming minors in any way;
(g) Impersonating any person or entity or otherwise misrepresenting your affiliation with a person or entity;
(h) Uploading, posting, emailing or otherwise transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) Intentionally or unintentionally violating any applicable local, state, national or international law;
(j) taking steps to copy, sell, rent, lease, license, sublicense, grant any rights in, transfer, distribute, time-share or otherwise assign to any third-party any of or any right to use or access the Site, or any of User's rights in licenses thereto;
(k) taking steps to copy, modify, create, write or develop any software derivative of the Site;
(l) taking steps to use the Site in any manner except as expressly authorized by the Agreement;
(m) taking steps to translate or create any derivative works based on the Site; or
(n) taking steps to directly or indirectly sell, modify, edit, rent, translate, copy, display, perform, publish, transmit, distribute or otherwise disseminate any Tower Intellectual Property.
11.1 You agree to defend, indemnify and hold harmless Tower, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Service or your breach of these Terms and Conditions.
12.1 Termination. You agree that TOWER, in its sole discretion, with or without cause, may terminate your password, or use of the Service.
12.2 Suspension of Authorized Users. TOWER may, at any time, in its sole discretion, temporarily limit or suspend in whole or in part a User's access to the Site.
12.3 Effect of Termination. Upon any termination of the Agreement, all rights granted to Customer hereunder shall cease Customer shall immediately discontinue use of the Site.
12.4 Survival. All provisions that by their nature are intended to survive, including but not limited to disclaimers of warranties, confidentiality obligations and limitations of liability provisions, shall survive the termination of the Agreement. All other provisions shall be of no further force or effect upon termination, provided that all such provisions shall survive to the limited extent necessary to complete any bid, auction or other Site transaction commenced prior to termination.
14. GENERAL INFORMATION
14.1 No waiver of any of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term. No changes to these Terms of Service shall be made except by a revised posting on this page. User access to the Site is subject to any and all applicable federal, state and local laws and regulations.
14.2 The Site may be temporarily unavailable from time to time due to repairs and/or maintenance to the Site and/or the Partner Password-Protected Portion or due to a Force Majeure Event. User acknowledges that such periods of unavailability will occur, and TOWER shall not incur any liability as a result of such periods of unavailability.
14.4 Postings by User to any message board or Bulletin Board located in this Site or e-mail submission to TOWER via this Site will become the property of TOWER, and TOWER may use information contained in any such postings (including any remarks, suggestions, ideas, concepts, know-how or other intellectual property) for any purpose whatsoever and as deemed appropriate by TOWER. By providing any such information or materials to TOWER, User grants to TOWER an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce and display such information and materials, and you agree that TOWER is free to use any remarks, suggestions, ideas, concepts, know-how or other intellectual property. User acknowledges and agrees that User is responsible for whatever material User submits on this Site and User agrees not to post or otherwise disseminate on this Site any unlawful, defamatory, libelous, threatening, obscene, harassing, vulgar or otherwise unlawful information of any kind, or materials that incorporate the proprietary rights of any person. User understands and agrees that TOWER, its parent, subsidiaries, affiliates, officers, directors, employees and shareholders shall have no liability for any information or material contained on a bulletin board or other posting site or which is submitted or transmitted via e-mail through this site.
14.6 Use of the term "partner" in this Agreement or on the Tower site does not imply or create a legal partnership or joint venture with any party.
14.7 This Site contains information and press releases concerning TOWER. While this information was believed to be accurate to the best of TOWER's knowledge when put on this Site, TOWER expressly disclaims any duty or obligation to update such information or keep such information current.
15.2 Securities Laws. This Site may include statements concerning TOWER's operations, prospects, financial condition and demand for our products, as well as plans and objectives that are forward looking. These statements are assumptions that are subject to many factors, many of which are beyond our control. The Site and the information contained herein do not constitute an offer or a solicitation for the sale of securities. None of the information contained in this Site is intended to be, and shall not be deemed to be, incorporated into any securities-related filings or documents.
15.3 UCITA. The parties agree that the Uniform Computer Information Transactions Act or any version thereof, adopted by any state, in any form ("UCITA"), shall not apply to the Agreement. To the extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the Opt-Out provision(s) contained therein.
15.4 Entire Agreement. The Agreement constitutes the complete and entire agreement between the parties and supersedes any prior or contemporaneous agreements or understandings between the parties with respect to its subject matter. Any purchase order issued by Customer to TOWER shall be for Customer's internal purposes only, and neither party shall be bound by any terms or conditions contained in such purchase order. No sales employees, agents or representatives of TOWER are authorized to make any representation, warranty or covenant. Accordingly, such additional oral statements do not constitute TOWER's representations, warranties, conditions or covenants, should not be relied upon by Customer, and are not part of the Agreement.
15.5 Interpretation and Severability. The disclaimers of warranties and the exclusions and limitations of liability shall be applicable except to the extent prohibited by applicable law and shall be enforced to the maximum extent permitted by applicable law. If any provision of the Agreement is held to be invalid or unenforceable, in whole or in part, such holding shall not affect the validity or enforceability of the other provisions of the Agreement, and any part of such provision not held invalid or unenforceable shall remain in effect. If such holding of invalidity or unenforceability is based on a measure of liability, performance or time set as a standard in the Agreement, such provision shall be replaced by a legally valid measure of liability, performance or time which is as close as possible to that originally specified.