TERMS OF USE AGREEMENT

By use of this site, You agree to the terms and conditions of this Web Site Terms of Use Agreement (“Agreement”). You understand, acknowledge and agree that the terms and conditions below are a binding agreement with EXEDY GLOBALPARTS, INC. (“EXEDY”) regarding this site and affiliated websites or other media platforms. It does not give You and rights in any Content, products, services, intellectual properties, information or data, and does not grant You the right to enter any other site or platform.

FOR GOOD AND VALUABLE CONSIDERATION, including but not limited to the use of this site and access under the terms below, the parties agree:

1. Definitions.

“Content” means the materials available from EXEDY, including downloads, streaming media, images, text, illustrations, audio and video clips, in any format.

“Limited License” means a grant of limit rights to a Subscriber to view and/or download Content that is restricted from being re-transmitted, moved or otherwise copied to any other computer, memory or other storage device.

“Subscriber” means any party accessing and/or viewing EXEDY’s distribution of Content whom EXEDY may license to view the Content pursuant to the terms of an end-user limited license and who does so solely for personal, non-commercial use or a limited access to particular Content as the case may be, and has registered for and has been assigned a user account, a unique password, and remains in good standing under the terms and conditions of this Agreement.

“You” and “Your” means the person entering into EXEDY’s web site to view Content.

2. Consent to Terms and Conditions. By use of this site by any method, including entry, viewing, clicking “Enter” or any navigating to view the site or process payment information, or any action taken to bypass these, You will be deemed to have read and agreed to the terms and conditions of this Agreement in addition to any terms and conditions of the applicable processing company for processing payment of any charges, costs or fees and shall constitute your acceptance of all the Terms and Conditions set forth herein as well as your express acknowledgment that you are an adult and at least 18 years of age or an adult of the age of majority under the laws of your state, province or country.

3. User Age. All Content, including messages and other communications contained at or available from EXEDY’s site is intended for distribution exclusively to users over the age of majority in locations where all the Content, messages and other communications do not violate any federal, state or local law or regulation of the United States or any law of any other country. NO PERSONS UNDER THE AGE OF EIGHTEEN (18) YEARS (OR TWENTY-ONE (21) IN LOCATIONS WHERE EIGHTEEN YEARS IS NOT THE AGE OF MAJORITY) MAY DIRECTLY OR INDIRECTLY PLACE ANY ORDERS FOR ANY PRODUCTS OR SERVICES ON THE SITE. You certify that (1) you are 18 years of age (or 21 where applicable) or older, (2) You understand that the materials depicted and/or downloadable from the site include materials that are the property of EXEDY or licensed from third parties, (3) You are familiar with all local laws in your area affecting your legal right to access the Content, (4) You have the legal right to access the Content, (5) EXEDY has the legal right, but not the obligation, to transmit Content to You, (6) You are knowingly seeking access to the Content for Your personal viewing.

4. Changes. EXEDY reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement or change, suspend or discontinue any aspect of any of its sites at any time, including the availability of any images, text, or content, and may impose limits on certain services or restrict access to parts or all of any site without notice. Your continued use of the site after any changes will constitute your binding acceptance of such rules, changes or modifications. Changes will be effective upon Notice by e-mail, posting at or via hyperlink to the site or by mail. You may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.

5. Proprietary Materials. The Content, including the name “EXEDY” and all product and brand names, logos and images, is proprietary and constitutes valuable intellectual property owned by EXEDY or others who have authorized or licensed use of such Content to EXEDY. All Content is intended for the personal, noncommercial use and is protected by Federal copyright and/or trademarks and are protected under treaty provisions and worldwide copyright laws and are displayed pursuant to licenses obtained from the owners and/or holders of those copyrights, trademarks and service marks, and may not be used publicly without the express written consent of the owners and/or holders of such rights. You will not modify, adapt, reproduce, copy, translate, exhibit, publish, edit, transmit or uploaded in any way, participate in the transfer or sale of, create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit, any Content, software, or any other materials, in whole or in part. Copying or storing of any Content for any purpose other than personal, noncommercial use is expressly prohibited. Except as expressly stated in the Limited License provision in these Terms of Use, EXEDY does not grant any express or implied right to You for You to use any Content, trademarks, service marks, copyrights or other proprietary information.

6. Grant of Limited License. Subject to all terms and conditions of this Agreement, EXEDY hereby grants You a limited, nonexclusive and nontransferable license to view the Content solely for Your personal, non-commercial use. You may access, download, receive and view the Content only in accordance with these terms and conditions, and, if downloadable copies of the Content are made available to You, You are granted a single copy license to copy or download the Content made available for download, only on one computer at a time per access or subscription. You will not share passwords, rent, lease, publicly display or perform, nor purport to transfer any rights in, the Content, remove any proprietary marks, notices or labels, nor make any other use of the Content not expressly permitted herein. You will not access or attempt to access Content in any manner not expressly authorized under Your limited access or subscription in accordance with this Agreement. Any and all unauthorized access, viewing, downloading, receipt, duplication or other use of Content in which You are directly or indirectly involved constitutes intentional infringement(s) of intellectual property rights and may violate 18 U.S.C. 2510-2520 and other civil and criminal laws. You agree to be personally liable and fully indemnify EXEDY for any and all damages directly, indirectly and/or consequentially resulting from any attempted or actual unauthorized downloading or other duplication of Content. You will remain liable to EXEDY for your unauthorized use of its site, even after the termination of this Agreement. EXEDY reserves the right to terminate this license and Your access at any time if You breach or violate any provision of this Agreement, in which case You will immediately destroy any information or materials You have downloaded, printed or otherwise copied from this site. EXEDY reserves all other rights not expressly granted herein.

7. Claims Regarding Content. If You believe that any Content has been used in a manner that constitutes defamation, invasion of privacy, copyright infringement, trademark or service mark infringement, You will notify EXEDY immediately by email with a statement that includes the following information:
a. Identification of the Content or work claimed to have been infringed
b. A description of where the material that You claim is infringing is located on EXEDY’s site
c. Your name, address, telephone number, and e-mail address
d. Your statement as to how the disputed item is damaging or its use is not authorized
e. Your statement, under penalty of perjury, that the information in Your notice is accurate and that You are the claimed injured party, intellectual property owner or authorized to act on such person’s behalf.
f. Your electronic or physical signature or that of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed

8. Fees & Payment. By accessing any Content and/or submitting payment information, You authorize and agree to the following:

a. EXEDY reserves the right at any time to charge fees or change the price for access to any of its sites, services or for products offered.

b. You agree to pay all fees and charges incurred at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale by EXEDY through its site or by any other vendor or service provider. You will not receive access to any service until EXEDY receives Your fees.

c. Charges will appear on Your credit card bill, debited from your account, charged to your telephone, or otherwise, depending upon the payment methods available and Your choice of payment.
d. You authorize EXEDY and its credit card and other payment processing agents to charge Your credit card to pay for Your fees. You further authorize EXEDY to charge Your credit card (or other payment method) for any and all purchases of products, services or content available for a fee through, at, in or on, or provided by, EXEDY. You are personally liable for all charges You incur by accessing EXEDY’s site.
G. You will immediately inform EXEDY of any of the following:
(i) Loss or theft of the credit card used to pay for items on EXEDY’s site;
(ii) Changes in the expiration date of Your credit card;
(iii) Changes in home or billing address;
(iv) Any breaches of security regarding your subscription or access, such as loss, theft, unauthorized disclosure or use of an ID or password; and
(v) All other changes pertaining to your credit card account used to pay for services pursuant to this Agreement that may affect EXEDY.
9. Cancellation.

a. To cancel an account or unsubscribe You must notify EXEDY of Your cancellation by e-mail, and where these is a subscription, at least 1 day before the expiration date of Your subscription term.

b. All cancellations will be effective upon actual receipt of the cancellation notice.
c. Upon cancellation, Your username and password will be removed from the system.
d. If EXEDY cancels Your access, subscription or account due to Your violation of this Agreement Your username and password, if any, will be immediately removed, You will not be entitled to access, and You will not be entitled to any refund.
10. Assignment. You do not have the right to transfer or assign Content, an account, access rights, or any subscription to any other person or entity. Any such attempted transfer shall be null and void. Any access to Content by any person other than You, using Your password or other means is a violation and breach of this Agreement, and an infringement of EXEDY’s intellectual property rights, intellectual property rights of its vendors and affiliates, and may violate civil and criminal laws. EXEDY may at any time, and in its sole discretion and without prior notice to You, transfer or assign Your account, access rights, and/or subscription to an affiliated or non-affiliated company, as part of which you agree that EXEDY may transfer Your credit card information to such assignee for the purpose of processing Your payments and continuing Your access, account and/or subscription.

11. Registration and Security. You are responsible for providing all computer and communications equipment necessary to gain access to the site. You will at all times provide accurate, complete and updated registration information. Failure to do so may result in immediate termination or blocked access. Where passwords are required, YOU must use the site or portion of the site through the required password. As part of the registration process, you will select a password and user name. You may not (i) select or use a screen name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any person other than Yourself without authorization; or (iii) use a screen name that EXEDY, in its sole discretion, deems offensive. You are solely responsible for maintaining the confidentiality of Your password and for all usage or activity on Your account. You will immediately notify EXEDY of any known or suspected unauthorized use(s) of Your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password or credit card information. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of Your access, account or subscription, at EXEDY’s sole discretion, and You may be referred to appropriate law enforcement agencies. Any sharing of passwords or any other methods of unauthorized access to the site with any other person is strictly forbidden, as it exceeds the authority granted to You to access the Content, violates EXEDY’s and its vendors’ intellectual property rights, and may violate civil and criminal laws.

12. Software. You have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to You to access any EXEDY site, download or streaming media. You may not sublicense, assign or transfer any licenses granted by EXEDY and any attempt at such sublicense, assignment or transfer is void. You may not copy, distribute, modify, reverse, engineer or create derivative works from EXEDY’s software.

13. Third Party Services and Links. EXEDY’s site may contain links to other Internet sites, resources and sponsors. EXEDY provides these links to You only as a convenience. Clicking on a banner or link may redirect You off EXEDY’s site to the site of a third party. EXEDY is not responsible for the content or availability of any such third party site, nor for any transactions between You and any such third party. All such transactions are entirely between You and the third party. EXEDY does not screen or endorse sites, products or content offered in advertisements or communications linked, submitted or pertaining to its site by third parties, nor does EXEDY have any editorial control or supervision over such content. You will use Your judgment to evaluate all advertisements and other communications available at or through the use of the site prior to purchasing goods and/or services described or otherwise responding to any communication on the site. You release EXEDY from any and all liability and responsibility in connection with the content of any information, messages, communication or other materials You may receive from such third party or other users of the site. You may not establish a “link” to an EXEDY site and/or distribute, modify or re-use the text or graphics of this site without obtaining written permission from EXEDY allowing you to do so

14. Discussion Forum and “Chat” Rooms. EXEDY may provide discussion forums and/or “chat” areas. These areas are provided to give users a forum in which they may express their fair commentary, opinions, reviews and ideas, for entertainment purposes only. EXEDY does not endorse any such comments or opinions. EXEDY supports free speech, fair commentary, and education, but cannot, does not and assumes no obligation to, monitor or control third party content. You, and all users and visitors agree not to upload to, post upon, distribute or otherwise publish through EXEDY’s site any Content that is libelous, defamatory, obscene, abusive, threatening, violent, harassing, illegal, infringing or which otherwise violates any law or the rights of third parties. You will not use any such forum or chat room in a commercial manner and will not distribute or otherwise publish any material containing any solicitation of funds, advertising or to promote websites, products or services. Any submissions may be edited, removed, modified, published, transmitted and displayed by EXEDY. All submissions become the property of EXEDY and You waive all rights in any uploaded materials. Posting, uploading or transmitting to EXEDY any such material is prohibited and is a material breach of this Agreement that will result in the immediate termination of Your username, password, and/or account, and all rights to access the site without notice or reimbursement. It may also be subject to disclosure to applicable governmental authorities or by subpoena in accordance with applicable law. You are solely responsible and liable for all information You post, upload or transmit to the site and for all damages, liability or other consequences, foreseen or unforeseen, resulting to any person or party from your posting, upload or transmission, even if a claim should arise after termination of service. All messages or comments You post are readily accessible and viewable to the general public and are not private or confidential.

15. Indemnification. You agree to indemnify and hold EXEDY and its representatives harmless for any claims or suits arising from Your use of this site.

16. Termination. EXEDY may, in its sole discretion, terminate or suspend Your access to all or part of any site for any reason, including but not limited to your breach of this Agreement. EXEDY reserves the right to terminate any subscription or account without notice for any user who violates any of the terms of this Agreement.

17. Privacy. During the process of registering, submitting any comment or materials, and/or providing payment information, You may be asked to provide your name, address, e-mail, username and password, credit card number and expiration date, and birth date. You may be periodically asked to provide your name, e-mail, username and password, and birth date. When users access the site, the software may automatically collect information, including IP addresses and information regarding your use of the site through cookies. If You send emails, letters or other such communications, EXEDY may, but is not required to, maintain a record of communications with You. EXEDY does not, and will not, distribute, disclose or sell any of your personal information to third parties, other than as required by law or as necessary to process your credit card payment. EXEDY will maintain and/or use Your information only to (1) facilitate your viewing of the site and Content, (2) communicate with You, (3) for research to continually improve the site and service, and (4) to process Your payments and payment information.

18. Disclaimer and Release of Liability.

THE MATERIALS ON EXEDY’S SITE ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Your use of the site is at your sole risk. EXEDY cannot and does not guaranty or warranty uninterrupted or error free service. EXEDY does not warrant the availability, accuracy or completeness of any information, text, graphics, links or other items contained on its site. EXEDY may change the Content at any time without notice and makes no commitment to update the Content.

Should the Content, materials, software, or anything provided by EXEDY be claimed to be defective or cause damage to Your computer or network or inconvenience You, You assume the entire cost and all damages which may result directly and indirectly from any and all such defects. This disclaimer of warranty constitutes an essential part of the agreement.

IN NO EVENT, AND UNDER NO CAUSE OF ACTION OR LEGAL THEORY, WILL EXEDY, ITS SUPPLIERS, LICENSEES, RESELLERS, OR OTHER SUBSCRIBERS, OR THEIR SUPPLIERS, LICENSEES, RESELLERS OR SUBSCRIBERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER including, without limitation, down time, loss of goodwill, lost profits, business interruption, work stoppage, computer failure or malfunction, disseminating, failing to disseminate, or incorrectly or inaccurately disseminating any material, data, advertisement or other communication at or through the site, or any and all other damages resulting from any use, or inability to use or view, the Content, regardless of the claim or the cause of action, even if EXEDY has been advised of the possibility of such damage or loss.

Any liability of EXEDY, including but not limited any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, line failure, theft or destruction or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortious behavior, negligence, or under any other cause or action, shall be limited to the amount of fees paid by the Subscriber or user for the product or service purchased. Some jurisdictions do not allow exclusions of an implied warranty. This disclaimer may not apply to You and You may have other legal rights that vary from state to state or by jurisdiction.

19. Notices. Notices to or from EXEDY may be given by means of electronic messages or by a general posting on the site. All questions, complaints, or notices must be sent in writing to EXEDY.

20. Entire Agreement. This Agreement contains the final and entire agreement between You and EXEDY regarding use of EXEDY’s site and viewing Content, supersedes all prior written and oral agreements, contracts, communications, understandings, statements, and representations. It may only be amended upon written Notice by EXEDY

21. Jurisdiction, Venue & Legal Costs. This Agreement shall be interpreted and enforced under the laws of the States of California, Michigan, and the United States. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. In any dispute arising out of Your dealings with EXEDY Your use of the site, or this Agreement, the State and Federal Courts situated in California, County of Los Angeles or Michigan, Wayne County, shall have jurisdiction and be the venue. To the greatest extent possible, and for the purposes of reducing the time and expense of any legal action, The parties hereby waive all rights to a jury trial, and in any case where such an express waiver is impermissible, alternatively, the parties will not seek or request a jury nor post jury fees for one. The prevailing party shall be awarded costs of suit, including reasonable attorneys fees.

22. Unenforceability of Provisions. If any provision of this Agreement is held to be void or unenforceable, it shall be reformed to the extent necessary to make it enforceable within the intent of the parties and consistent with the balance of this Agreement. If such reformation is not possible, this Agreement shall be enforced as if the provision were deleted. EXEDY’s failure to enforce any provision shall not be deemed to be a waiver of any rights to enforce any provision, nor of any breach.

23. Affirmation. You acknowledge that You have read this entire Agreement and having done so, believe that its terms and conditions are fair, reasonable, and required for Your protection and of fellow users, minors, EXEDY, and third parties.