1. THIS IS AN AGREEMENT BETWEEN YOU AND NTEA
A. This is an agreement (“Agreement”) between the National Truck Equipment Association (and, where applicable, any and all NTEA affiliates and subsidiaries) (together, all such entities are referred to herein as “NTEA” or “us”) and the user (“you”) of each NTEA website. As used herein, the term “you” also includes, and this Agreement applies to and is binding on, the company for which each individual user is employed, provided the website is used for commercial purposes by or for such company.
B. NTEA OFFERS NTEA WEBSITES TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF NTEA WEBSITES CONSTITUTES YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See, e.g., Sections 12, 20 and 21). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.
2. ACCEPTANCE OF TERMS
NTEA provides its service to you, subject to the following Terms of Service (“TOS”), which may be updated by us from time to time with or without notice to you. In addition, when using particular NTEA owned or operated services, you and NTEA shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.
3. ANTITRUST GUIDELINES
NTEA requires that all activities of NTEA shall be held in strict compliance with the Antitrust Guidelines adopted by the Board. All users of the websites represent and warrant that they have read and understand NTEA’s Antitrust Guidelines and hereby agree to comply with such guidelines and all applicable antitrust laws and regulations in connection with such user’s website use.
4. DESCRIPTION OF SERVICES
A. NTEA currently provides users with access to a rich collection of resources, including, various communications tools, forums, purchasing services, search services, personalized content and branded programming through its websites (“Service”). You understand and agree that the Service may include advertisements and that these advertisements are necessary for NTEA to provide the Service. You also understand and agree that the Service may include certain communications from NTEA, such as (without limitation) service announcements, administrative messages and newsletters, and that these communications are considered part of NTEA membership and you may not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new NTEA services or features, shall be subject to the TOS.
B. You further understand and agree that the Service is provided “AS-IS” and that neither NTEA, nor any of its third-party licensors, which shall include any parent companies of such licensors, and their respective third-party providers and affiliates (together, all such licensors, parent companies, providers and affiliates are referred to herein as “Third Party Licensors”) assume any responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings. NTEA may not routinely review, or verify the accuracy, integrity or quality of, the information provided through the Service. Accordingly, NTEA makes no representation as to such matters, and you assume any and all risk of use of, or reliance on, such information, and agree to accept all such information on an “AS-IS” basis. You are responsible for obtaining access to the Service and such access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.
5. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract. You also agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (“Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or NTEA has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NTEA has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
7. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the Service’s registration process, including (without limitation) joining NTEA. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify NTEA of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. NTEA cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.
A. You, and not NTEA, are entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), that you upload, post, email, transmit or otherwise make available via the Service. You understand that by using the Service, you may be exposed to Content that is offensive or objectionable. Under no circumstances will NTEA be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
B. You agree to not use the Service to: (i) upload, post, email, transmit or otherwise make available any Content that is: (a) unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) advocates or discusses illegal activities with the intent of committing or causing such activities to be committed; or (c) makes any personal attack on or against any person or company; (ii) impersonate any person or entity, including, but not limited to, an NTEA official, employee, agent, other NTEA representative, or member, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; (iv) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (vi) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose; (vii) upload, post, email, transmit or otherwise make available 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; (viii) disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage in exchanges; (ix) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or (x) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
C. You acknowledge, consent and agree that NTEA may or may not pre-screen Content, but that NTEA shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse or move any Content that is available via the Service. Without limiting the foregoing, NTEA shall have the right to remove any Content that violates the TOS or is otherwise objectionable (as determined by NTEA in its sole discretion). You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content (including without limitation information in NTEA publications and message boards in the Service, and information provided by Third Party Licensors ).
D. You acknowledge, consent and agree that NTEA may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any Content violates the rights of third-parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of NTEA, its users or the public.
E. You acknowledge, consent and agree that the technical processing and transmission of the Service, including your Content, may involve (i) transmissions over various networks, and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
F. You acknowledge, consent and agree that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by NTEA and/or content providers who provide content to the Service. You will not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
9. MEMBER NEWS POSTINGS
NTEA “Member News” has been created as an online tool for members to share information that has the potential of impacting its members or the industry in general. NTEA allows NTEA members to submit press releases that they believe will be of interest to the truck equipment industry. NTEA encourages you to take advantage of the Member News section by frequently submitting and/or reading the posted material. All material posted to Member News shall at all times comply with, and be subject to, the terms of this Agreement (including without limitation the Conduct requirements above) and NTEA Member News Guidelines. For more information read our full posting policy. By your submission to NTEA you acknowledge and agree to publication of your press release in NTEA.com, NTEA News and any other NTEA publications and you grant NTEA the licenses to use your press release, all in the manner indicated herein and in accordance with the terms and conditions in the Member News Guidelines, and without royalty or other payment of any kind. You also acknowledge, consent and agree that NTEA has the right, in its sole discretion, to reject, accept, modify, amend, refuse to post, or post, information submitted to it on the Service. The person(s) from the whom the information originates, however, shall at all times remain completely and solely responsible for the accuracy and integrity of such information.
10. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
11. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
NTEA does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on the Service, you grant NTEA the following world-wide, royalty free and non-exclusive license(s), as applicable:
A. With respect to photos, graphics, audio or video you submit or make available for inclusion on the Service, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time such Content is removed from the Service.
B. With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on the Service, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.
You agree to indemnify and hold NTEA (which includes each of its subsidiaries and affiliates and Third Party Licensors), and each of their respective trustees, directors, board members, officers, agents, employees, and other representatives, harmless from all costs, expenses (including reasonable attorneys’ fees), judgments, losses and liability of whatever natures incurred by NTEA and arising out of, or in connection with, Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
13. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your NTEA identification or registration information), use of the Service, or access to the Service.
14. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that NTEA may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that message board postings or other uploaded Content will be retained by the Service, the maximum disk space that will be allotted on NTEA’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that NTEA has no responsibility or liability for the deletion or failure to post or store any messages and other communications or other Content maintained or transmitted by the Service. You further acknowledge that NTEA reserves the right to modify these general practices and limits from time to time.
15. MODIFICATIONS TO SERVICE
NTEA reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that NTEA shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You agree that NTEA may, in its sole discretion, and without cause or notice, immediately terminate your NTEA account and access to the Service. Termination of your NTEA account may include (i) removal of access to all offerings within the Service, (ii) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (iii) barring further use of the Service. You agree that NTEA shall not be liable to you or any third-party for any termination of your account or access to the Service.
17. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that NTEA shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
The Service may provide, or third parties may provide, links to other World Wide websites or resources. Because NTEA has no control over such sites and resources, you acknowledge and agree that NTEA is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that NTEA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
19. NTEA’S PROPRIETARY RIGHTS
A. You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including the proprietary rights of NTEA and/or others. You acknowledge and agree that Content presented to you through the Service, whether presented by NTEA or advertisers (as applicable), is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by NTEA or advertisers, you agree not to modify, rent, lease, loan, sell, distribute, create derivative works, or otherwise engage in impermissible use of any proprietary rights of NTEA or others in whole or in part.
B. NTEA grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by NTEA for use in accessing the Service.
20. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
A. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NTEA AND THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
B. NEITHER NTEA NOR THIRD PARTY LICENSORS MAKE ANY WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY, ACCURACY OR INTEGRITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
C. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NTEA OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
E. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE INTERNET. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE -- DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
21. LIMITATION OF LIABILITY
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, IN NO EVENT WILL NTEA OR ANY THIRD PARTY LICENSOR BE LIABLE TO YOU OR ANY PERSON FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM: (i) THIS AGREEMENT, (ii) THE USE OR THE INABILITY TO USE THE SERVICE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) THE INACCURACY, OR LACK OF INTEGRITY OR QUALITY, OF INFORMATION ON OR OBTAINED THROUGH THE SERVICE, OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE. SAID LIMITATION ON LIABILITY SHALL APPLY EVEN IF NTEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. THE EXCLUSION OF DAMAGES HEREUNDER IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (i) BREACH OF CONTRACT, (ii) BREACH OF WARRANTY, (iii) NEGLIGENCE, OR (iv) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH NTEA websiteS, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY NTEA PARTY WITH RESPECT TO THIS AGREEMENT OR NTEA websiteS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING SUCH websiteS.
22. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
23. NO THIRD PARTY BENEFICIARIES
You agree that, unless otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreement.
NTEA may provide you with notices, including those regarding changes to the TOS, by either email, regular mail, or postings on the website.
25. TRADEMARK INFORMATION
NTEA logos, trademarks and service marks and product and service names are trademarks of NTEA (the “NTEA Marks”). Without NTEA’s prior permission, you agree not to display or use in any manner, NTEA Marks.
26. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
A. NTEA respects the intellectual property of others, and we ask our users to do the same. NTEA may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide NTEA’s Copyright Agent the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the site; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
B. NTEA’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows: ATTN.:
c/o National Truck Equipment Association
37400 Hills Tech Drive
Farmington Hills, MI 48331-3414
27. GENERAL INFORMATION
A. Entire Agreement. The TOS constitute the entire agreement between you and NTEA and govern your use of the Service, superceding any prior agreements between you and NTEA. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other NTEA services, affiliate services, third-party content or third-party software.
B. Choice of Law and Forum. The TOS and the relationship between you and NTEA shall be governed by the laws of the State of Michigan without regard to its conflict of law provisions. You and NTEA agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Oakland, Michigan.
C. Waiver and Severability of Terms. The failure of NTEA to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
D. No Right of Survivorship and Non-Transferability. You agree that your NTEA account is non-transferable and any rights to your NTEA I.D. or contents within your account terminate upon Termination of your account or termination of your membership in NTEA.
E. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
F. Section Headings. The section titles in the TOS are for convenience only and have no legal or contractual effect.
Please report any violations of the TOS to the Chief Executive Officer of NTEA.