TOYOTA WHOLESALE PARTS
Last Updated Date: November 22, 2016
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF ANY OF THE SITES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. IF YOU WANT TO OPT-‐OUT OF THIS MANDATORY ARBITRATION AGREEMENT, THE DISPUTES/ARBITRATION PROVISION BELOW DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THE DISPUTES/ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THIS AGREEMENT ALSO INCLUDES A JURY WAIVER. DO NOT ACCESS OR USE ANY OF THE SITES IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY.
THE SITES ARE ONLY INTENDED FOR VIEWING IN THE CONTINENTAL UNITED STATES IF YOU ARE EIGHTEEN (18) YEARS OR OLDER AND NOT A MINOR IN YOUR STATE OF RESIDENCE in connection with the mechanical and collision business purposes of an independent repair facility. If you are not an intended viewer, kindly do not use or view any of the Sites.
We may at any time revise these Terms by updating these Terms. The “Last Updated Date” at the top of this Agreement will indicate when the latest modifications were made. To the fullest extent permitted under applicable law, your continued use of any of the Sites constitutes your agreement to any modified Terms, and you should therefore visit the Terms to review the current Terms from time to time. Furthermore, unless explicitly stated otherwise, any new features or services that augment or enhance the Sites in the future shall be considered part of the Sites and subject to these Terms. We reserve the right at any time and from time to time to interrupt, restrict, modify, suspend, discontinue, temporarily or permanently, any or all of the Sites (or any portion thereof), with or without notice to you, and you agree that Toyota shall not be liable to you or to any third party for any modification, suspension or discontinuance of any or all of the Sites. Moreover, we may terminate these Terms for any or no reason, and with or without notice to you. Your rights under these Terms will terminate automatically without notice from us if you fail to comply with any provision of these Terms. Upon termination of these Terms, you shall cease all use of the Sites.
Certain features of the Sites may require you to download content, software and/or agree to additional terms and conditions, policies and disclaimers (collectively, “Additional Terms”), which are hereby incorporated by reference into these Terms unless expressly set forth otherwise in such Additional Terms. If there is a conflict between these Terms and any Additional Terms, the Additional Terms will control with respect to the specific feature.
NOTE THAT THESE TERMS APPLY ONLY TO THESE SITES; OTHER PROVIDED BY TOYOTA’S DEALERS, DEALER ASSOCIATIONS AND DISTRIBUTORS MAY HAVE SEPARATE TERMS AND CONDITIONS THAT APPLY TO THE USE OF THOSE SITES.
These Sites are for your commercial use in connection with the mechanical and collision business of an independent repair facility. Any other use of the Sites requires the prior written consent of Toyota.
DESCRIPTION OF THE SITES.
The Sites contain information regarding Toyota and its products, services, maintenance guidelines and promotional programs, including advertising, Toyota Trademarks (as defined below), pictures, information, digital images, featured articles, surveys, applications, contests and sweepstakes, and other content (collectively, “Content”), all of which is protected under copyright law and/or other federal and state laws and designed to help independent repair facilities provide expert service for Toyota vehicles, keep Toyota customers satisfied, and help ensure their quality ownership experience. Content may be in the form of text, data, sound, graphics, images, pictures, photographs, videos, software or other forms now known or later invented.
The Toyota products and services described on the Sites contain uniquely American specifications and equipment and are offered only in the continental U.S.A. The promotional programs offered on the Sites are only available in the continental U.S.A. and may be limited to particular states as described by the terms of such programs.
ACCOUNT REGISTRATION, SIGN UP TO RECEIVE INFORMATION.
Once you’ve registered with us, you will receive marketing materials via email distribution from us, unless you unsubscribe.
If we have reasonable grounds (as determined by us in our sole discretion) to suspect that the Personal Information you provide for registration purposes is untrue, inaccurate or incomplete, we have the right to refuse, with or without notice, any and all current or future requests you make through the Sites and/or to suspend or terminate your Account.
We shall have no liability associated with or arising from your failure to maintain accurate Personal Information in connection with your Account, including, but not limited to, your failure to receive critical information about Toyota and/or the Sites.
When you register, an account username and password will be provided to you by the third party vendor “Microcat Market”. Your selection and use of an Account username and password, and any other information required for security access and authentication purposes, are subject to these Terms. You agree not to share your username, password and any security-‐related information with anyone. You are responsible for all use of your Account and for ensuring that access to and use of your Account complies fully with these Terms. You acknowledge and agree that any use of your Account through your username, password and security information shall be deemed to be your actions, which we may rely upon. You are solely responsible for protecting the confidentiality and security of your Account.
If you register on the Sites, you agree to provide true, accurate and complete information about yourself as prompted by the online or mobile forms.
OWNERSHIP AND USE OF THE SITES.
Toyota or its affiliates own all right, title, and interest, and/or have a valid right to use and sublicense the Sites and all Content on the Sites, including, without limitation, all trademarks, service marks, logos and trade names used on the Sites (collectively, “Trademarks”).
Toyota reserves the right at any time and from time to time to modify, suspend, discontinue or permanently cancel any or all of the Sites’ operation, or portions thereof, with or without notice to you. You acknowledge and agree that Toyota will not be liable to you or any third party for any such modification, suspension, discontinuation or cancellation of any or all of the Sites’ operation.
RESTRICTIONS ON ACCESSING AND USING THE SITES.
As a condition to accessing and using the Sites in accordance with the license granted to you under these Terms, you agree to comply with the following rules:
You may not modify, publish, transmit, display, sell, license, use, reuse or create derivative works of any of the Content or other material displayed on the Sites, including without limitation, any trademark of Toyota or its affiliated companies, for any purpose whatsoever without our written consent and/or the consent of any third party we deem necessary;
You may not access or use any of the Sites in any way that could or is intended to damage or impair the operation of the Sites, or any Content of or material displayed on any of the Sites, or any server or network underlying the Sites, or in any way that interferes with anyone else’s use and enjoyment of any of the Sites;
You may not frame or use framing techniques to enclose any part of the Sites without Toyota’s prior written consent;
You may not access or use any of the Sites in any way that could or is intend to threaten, defame, abuse, assault, stalk, harass or otherwise violate the rights of any other person or entity, including without limitation, their rights of privacy or publicity;
You may not “spam” others or “phish” for, collect or store personal information about others;
You may not access or attempt to access any data, information, system or servers on which the Sites are hosted or modify or alter the Sites in any way;
You may not transmit or broadcast any commercial messages, text, photographs, video or audio content to or through any of the Sites; and
You may not link or “deeplink” to, frame, or otherwise, reproduce any of the Sites without our prior consent, except that you may identify Toyota products by name or link to the Sites if you comply with the Guidelines for External Sites set forth below.
In addition, you agree to comply with all applicable laws, regulations and other legal requirements relating to your access to and use of the Sites.
You agree to immediately notify us if you suspect illegal, fraudulent or abusive activity, or any activity in violation of these Terms, including any unauthorized access to your Account. If you notify us or if we otherwise suspect such activity, you agree to cooperate with us in any investigation and to use any prevention measures we prescribe.
MOBILE SERVICES/APPLICATIONS AVAILABLE THROUGH THE SITES.
If permitted or available through any feature or service on any of the Sites, you (a) upload content to any of the Sites or download content from any of the Sites via a mobile device, (b) receive and reply to messages from or on any of the Sites, or to access or make posts using text messaging, (c) browse any of the Sites from your mobile device and/or (d) access certain features through a mobile application you have downloaded and installed on your mobile phone (collectively the “Mobile Services”), you must have a mobile communications subscription (or have the consent of the subscriber of such mobile device) for the necessary carrier services with a participating carrier or otherwise have access to a mobile communications network through which Toyota makes the Mobile Services available. You are responsible for any and all service fees associated with any such mobile access, including text messaging charges for each text message you send and receive on your mobile device, and all applicable data fees.
Additionally, please check your wireless plan because your carrier’s per-‐minute, text messaging, and data or other charges may apply. You must provide at your own expense the equipment and wireless connections needed for you to use the Mobile Services, and you are solely responsible for any costs you incur to access the Mobile Services. You should keep in mind that the use of the Mobile Services to send content to another person via e-‐mail or SMS (Short Message Service, or “text messaging”) may result in wireless charges to both the sender and the receiver.
DOWNLOADS FROM THE SITES.
When you download any Content from any of the Sites (a “Download”), you understand that it is owned by Toyota, its affiliates and/or licensors, as applicable, and is protected by intellectual property laws. Toyota hereby grants, and you hereby accept, a limited, non-‐exclusive, non-‐ transferable, revocable right and license to download and use the object code version of the Download(s) on your own computer and/or mobile device that is compatible solely for your commercial use in connection with the mechanical and collision business of an independent repair facility. You acknowledge and agree that the Download(s) you use or make available to your customers are solely for the purpose of educating and informing your end customer. You may not modify, sell, or create derivative works of the Download(s). No license is granted to you in the human readable code, known as the source code, of the content downloaded, and no rights are granted to you in any patents, copyrights, trade secrets, trademarks or any other rights in respect of the content of any Download(s). You may not depict any Downloads on any merchandise or products of any kind. You must provide all equipment and software necessary to connect to the Sites, including, but not limited to, a computer (with internet access) that is in working order and suitable for use in connection with the Sites. You are responsible for ensuring that your equipment and/or software does not disturb or interfere with Toyota’s operations or the Sites.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITES, ANY PAGE (S) THEREIN, AND/OR ANY SERVICE (S) OF THE SITES, INCLUDING, BUT NOT LIMITED TO ANY DOWNLOAD (S), IS SOLELY AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, ANY OTHER EQUIPMENT, OR LOSS OF DATA THAT MAY RESULT FROM SUCH USE. YOU AGREE THAT THE SITES, ANY SERVICE (S) OF THE SITES, AND ANY DOWNLOAD (S), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
THIRD-‐PARTY PRODUCTS AND SERVICES AND LINKS.
The Sites may contain links to other Web sites (“Third-‐Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third-‐ Party Applications, Software or Content”). Such Third-‐Party Sites and Third-‐Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, legality, timeliness, authenticity, reliability, or completeness by us, and none of the Toyota Entities (as defined below) are responsible for any Third-‐Party Sites accessed through the Sites or any Third-‐Party Applications, Software or Content posted on, available through or installed from the Sites, including without limitation, the content, accuracy, offensiveness, opinions, reliability, legality, privacy practices or other policies of or contained in the Third-‐Party Sites or the Third-‐Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third-‐Party Site or any Third-‐Party Applications, Software or Content does not imply approval or endorsement thereof by us (or any of the other Toyota Entities).
If you decide to leave any of the Sites and access the Third-‐Party Sites or to use or install any Third-‐Party Applications, Software or Content, you do so at your own risk and you should be aware that, unless otherwise indicated, these Terms and any other Toyota terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-‐Party Site and any Third-‐Party Applications, Software or Content to which you navigate from any of the Sites or relating to any applications you use or install from any of the Sites.
We may also make available or provide access to products, services, or applications of Third Parties. Such products, services, and applications shall be purchased and/or obtained directly from such Third Party. NO TOYOTA ENTITY SHALL BE A PARTY TO, OR IN ANY WAY BE RESPONSIBLE FOR, ANY TRANSACTION CONCERNING PRODUCTS, SERVICES, OR APPLICATIONS MADE AVAILABLE FROM SUCH THIRD PARTIES OR FOR ANY CONTENT OR INFORMATION PRESENTED IN CONNECTION WITH ANY PRODUCTS, SERVICES OR APPLICATIONS OF THIRD PARTIES. NO TOYOTA ENTITY SHALL BE RESPONSIBLE FOR THE CONTENTS OF ANY WEB SITE OR MOBILE SITE LINKED TO THE SITES, AND THE FACT SUCH LINKS ARE PROVIDED ON THE SITES DOES NOT INDICATE OUR APPROVAL OR ENDORSEMENT OF ANY MATERIAL CONTAINED ON ANY LINKED WEB SITE OR MOBILE SITE. YOUR CONNECTION TO AND USE OF ANY SUCH LINKED WEB SITE OR MOBILE SITE IS AT YOUR OWN RISK.
We respect the intellectual property of others, and we ask all Visitors to the Sites to do the same. If you are the owner of a United States copyright and you believe that your work has been copied on any of the Sites in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please contact and provide our Copyright Agent with the following information:
A physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
A description of the copyrighted work or other intellectual property that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Sites;
Your address, telephone number and e-‐mail address;
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; and
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.
Our agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
c/o Toyota Customer Experience, WC11 Toyota Motor North America, U.S.A., Inc.
6565 Headquarters Drive Plano, Texas 75024
By phone: 1-800‐331‐4331 By facsimile: 310-468-7814
By e-mail via this link: http://www.toyota.com/copyrightagent
TECHNICAL QUESTIONS REGARDING THE SITES.
Technical issues and questions using the Sites should be directed to Toyota’s partner, Liehr Marketing & Communications, Inc. at (310)-781-3727.
INDEMNITY AND HOLD HARMLESS.
You agree to defend, indemnify and hold harmless Toyota and its parent, subsidiaries and affiliates, and their respective distributors, dealers, dealer associations and advertising and promotions agencies, licensors and contractors, together with each of their respective employees, agents, directors, officers and shareholders (collectively, “Toyota Entities”, each a “Toyota Entity”), from and against all the liabilities, claims, damages and expenses (including reasonable attorneys’ fees and costs) arising out of your use of the Sites, your breach or alleged breach of any of these Terms, or your breach or alleged violation of the patent, copyright, trademark, proprietary or other rights of third parties.
DISCLAIMER OF WARRANTIES.
You understand and agree that your use of the Sites is solely at your own risk and that you will be solely responsible for any damage to your mobile device or computer or any other equipment or loss of data that may result from your use of the Sites.
The Sites and the Content are provided on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind, expressed, implied or statutory. We specifically disclaim any implied warranties of merchantability, fitness for a particular purpose, and non-‐infringement.
Toyota makes no warranties that the Sites or any Content or other material obtained through herein will meet your requirements, or that the Sites will be uninterrupted, timely, secure, non-‐ infringing or error-‐free. You understand and agree that you are responsible for any and all charges, costs and/or expenses for access to or use of the Sites, including any Mobile Services. No advice or information, whether oral or written, obtained by you from us or through the Sites shall create any warranty not expressly made herein. You may not rely on any such information or advice. To the extent jurisdictions do not allow the exclusion of certain warranties, some of the above exclusions may not apply to you. We assume no liability or responsibility for any performance degradation, interruption or delays of any of the Sites, or errors or omissions in any Content or other materials on or through the Sites. We do not make any warranty or representation that your use of the material displayed on, or obtained through, the Sites is non-‐ infringing of any rights of any third party.
Any decision or action taken by you on the basis of information or content provided on the Sites is at your sole discretion and risk. We are not responsible or liable for any such decision, or for the accuracy, completeness, usefulness, or availability of any content displayed, transmitted, or otherwise made available on the Sites.
LIMITATION OF LIABILITIES AND RELEASE OF LIABILITY.
You hereby release, discharge, indemnify and hold harmless each TOYOTA ENTITY from and against any claims, damages, expenses and liability arising from or related to any injuries, damages or losses to any person (including death) or property of any kind resulting in whole or part, directly or indirectly, from your use of ANY OF THE SITES.
Notices And Announcements: Except as expressly provided otherwise herein, all notices to Toyota shall be in writing and delivered via overnight courier or certified mail, return receipt requested to:
Toyota Motor North America, U.S.A., Inc.
6565 Headquarters Drive
Plano, TX 75024
Severability: If any provision of these Terms are unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
Applicable Law: These Terms and any disputes arising under or related to these Terms will be governed by the laws of the State of California, without reference to its conflict of law principles.
Entire Agreement: These Terms constitute the entire, complete and exclusive agreement between you and us regarding the Sites and supersedes all prior agreements and understandings with respect to the subject matter of these Terms.
Waiver: The remedies of Toyota set forth in these Terms shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. Any failure by us, at any time or from time to time, to enforce any of our rights under these Terms shall not constitute a waiver of such right.
Except for claims for provisional equitable relief, all disputes arising hereunder shall be settled in an amicable discussion between you and us. If any dispute should arise between you and us which cannot be resolved in such manner, before resorting to any other legal remedy (other than provisional equitable remedies such as temporary injunction and/or restraining order), both of us shall attempt in good faith to resolve any such controversy or claim by mediation or arbitration before and in compliance with the rules established by JAMS. Any arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (pursuant to JAMS’ Streamlined Arbitration Rules and Procedures). If we are unable to resolve the dispute within sixty (60) days of submission to the mediation/arbitration organization, then either of us may file suit solely in any court of competent jurisdiction in the state where you are located.
To the fullest extent permitted by applicable law, NO ARBITRATION OR OTHER CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER VISITOR OF THE SITES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In the event that this CLASS
ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction and not in arbitration.
In no event shall any claim, action or proceeding by you related in any way to this Agreement be instituted more than three (3) years after the cause of action arose.
© 2016 Toyota Motor Sales, U.S.A., Inc.