TPMS Manager - Technical Support

1. Parties. The parties to this Agreement are you and Tiremetrix. If you are not acting on behalf of yourself as an individual, then "you", "your", and "yourself" means your company or organization or the person you are representing. All references to "we", "us", or "our" shall be construed to mean Tiremetrix, and "this website" or "the Site" shall be construed to mean the Site.

2. Agreement. The agreement between you and Tiremetrix consists of this SUBSCRIPTION AGREEMENT, plus our Terms of Use and Privacy Policy which are incorporated herein and accessible on the Site’s home page (collectively, the “Agreement”). If there is any conflict between this SUBSCRIPTION AGREEMENT and the Terms of Use or the Privacy Policy, this SUBSCRIPTION AGREEMENT shall take precedence.

3. Modification of Agreement. We reserve the right to modify the Agreement and/or the policies relating to the Site, at any time in our sole discretion. We will notify you of such changes by posting the changes on the Site. You are responsible for regularly reviewing the Site and the Agreement. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE.

4. Subscription Eligibility / Non-Compete.

4.1. Subscriptions are not available to minors under the age of 18 years of age or to any user whose account has been suspended or removed from the Site.
4.2. Notwithstanding anything to the contrary herein, you are not authorized to access or use the Site and/or the Services if you or the individual or entity you represent are currently engaged in the planning, development, operation, or distribution of a website, software, database or similar product or service which could reasonably be construed as competitive with the Site and/or Services, including without limitation any such website, software, database, product or service related to the distribution of or access to data or information about tire pressure monitoring systems (“TPMS”). Without limiting our other rights under the Agreement, violation of this Section 4.2 shall entitle us to immediately suspend or terminate your access to the Site and/or Services without notice to you.

5. Subscription Services. Subscription services include access through the Site to the TPMS MANAGER online informational software for purposes of reporting and reviewing information about TPMS in accordance with the terms of the Agreement ("Services"). We reserve the right to update and modify the Services from time to time.

6. Subscription Use and Restrictions. Subject to your compliance with all of the terms and conditions of the Agreement, including without limitation your payment obligations, you may access and use the Site and the Services, but only for your own internal purposes and not for the benefit of any third party. All rights not expressly granted in the Agreement are reserved by us and our licensors.

6.1. You will be granted authorized login protocols for the Services, and you agree not to use the Services in excess of your authorized login protocols. You shall not access (or attempt to access) the Site by any means other than through the interface we provide, unless you have been specifically allowed to do so in a separate written agreement between you and us. You shall not access (or attempt to access) the Site through any automated means (including without limitation through the use of scripts, web crawlers, web beacons, screen scraping or any similar data collection methods or technologies), and you shall comply with the instructions set out in any robots.txt file present on the Site.
6.2. You shall not (i) reproduce, resell, sublicense, transfer, assign, make commercial use of, or distribute the Site, the Services, or any content contained therein; (ii) modify or make derivative works based upon the Site, the Services or any content contained therein; (iii) “deep link”, “inline link”, "frame" or "mirror" any portion of the Site, its Services or content on any other server or Internet-enabled device; or (iv) reverse engineer, decompile, or disassemble the Services or their enabling software for any purpose.
6.3. You agree to abide by all applicable local, state, and federal laws, regulations, statutes, rules and ordinances, in connection with your use of the Site and/or Services. You are not authorized to use our Services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely at our sole discretion.
6.4. In order to ensure a quality experience for all of our subscribers, we reserve the right to monitor and restrict your use of the Site and/or Services. Your access to the Site and/or Services may be suspended or cancelled at anytime if we determine, in our sole and absolute discretion, that your use of the Site and/or Services is significantly higher than a typical subscriber usage or if you violate any term of the Agreement.

7. Ownership. We and/or our licensors own and shall retain all rights, title and interests, including all intellectual property rights, in and to the Site, the Services, and all content and elements thereof. Except for the express licenses granted to you herein, you neither have nor acquire any rights, title or interests in or to the Site, or any element thereof. In connection with your use of the Site or the Services, you may provide information to us, including without limitation, information regarding the removal, selection, installation, operation, use or compatibility of any TPMS. Upon your provision of such information, you agree that such information, to the extent we de-identify it so that it is not traceable to you or your customer(s), may be incorporated into the Site and/or Services, and that Tiremetrix will own and retain all rights, title and interests, including all intellectual property rights, in such de-identified information. Except in connection with your authorized use of the Site and the Services, you agree that Tiremetrix will have no obligation to return or otherwise provide any information to you after you submit it to Tiremetrix.

8. Subscription Term. The term of your subscription to the Services shall be specified during the registration process. After the expiration of this term, you may purchase another subscription in accordance with the terms and conditions posted on the Site. Upon the expiration or earlier termination of your subscription and/or the Agreement, you shall no longer be entitled to use the Site or Services and all licenses and rights granted to you hereunder shall terminate.

9. Termination. You agree that we may terminate your account and access to the Services and/or Site without prior notice, upon the occurrence of any one of the following: (a) any breach of the Agreement, including without limitation any failure to pay fees as they become due or any unauthorized access to or use of the Site or Services, or (b) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all Services, and (ii) deletion of your login data, password, and all related information. Further, you agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to Services. If we elect to terminate the Agreement for cause, we may elect, in our sole discretion, not to refund any prepaid fees or other amounts to you.

10. Your Account-Related Responsibilities. You are responsible for maintaining the confidentiality of your login ID, password, and any additional information that we may provide regarding accessing your account. You may not knowingly share your login ID and password with another person who is not authorized to use the Services. You agree to immediately notify us of any unauthorized use of your login ID, password, or account or any other breach of security. You are responsible for all activity that occurs under your login ID, password and/or account.

11. Subscription Fees. You agree to pay subscription fees as specified in the registration process. Payment of subscription fees may be by credit card online at the Site, or by any other method approved by us. Fees are non-refundable, unless expressly provided otherwise on the Site. If for any reason we are unable to charge your credit card with the full amount of the fees, or if we are charged back for any fee previously charged to your credit card, you agree that we may pursue all available remedies to pursue payment, including without limitation, suspension or termination of your account and rights to all Services from the Site.

12. Warranty Disclaimers.

12.1. Tiremetrix makes commercially reasonable efforts to provide accurate and complete data in connection with the Services, but the volume of information compiled and the variety of sources from which the information comes makes it impossible to warrant accuracy or completeness of any kind. AS A RESULT, TIREMETRIX DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS ANY WARRANTY, THAT THE SITE, SERVICES AND/OR THE CONTENT CONTAINED THEREIN IS ACCURATE OR COMPLETE.
12.2. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES, CONTENT, AND/OR PRODUCTS ON THIS SITE ARE PROVIDED "AS-IS", AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PRODUCTS, SERVICES, AND/OR CONTENT. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM THIS SITE, THIS SITE AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS SITE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS PRODUCTS, SERVICES, AND/OR CONTENT: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12.3. NONE OF THE INFORMATION MADE AVAILABLE THROUGH THE SITE OR SERVICES SHOULD BE INTERPRETED AS ADVICE REGARDING THE REMOVAL, SELECTION, INSTALLATION, OPERATION, USE OR COMPATIBILITY OF ANY TPMS. YOU BEAR SOLE RESPONSIBILITY FOR ALL DECISIONS AND RESULTS BASED ON YOUR USE OR RELIANCE ON SUCH INFORMATION.

13. Indemnification. You shall indemnify, defend and hold Tiremetrix, its licensors and information providers, and each such party’s parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, actions, proceedings, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with your: (a) access to and/or use of the Site or Services; (b) submissions, data and/or other information provided to Tiremetrix; (c) breach of the Agreement; and/or (d) violation of any applicable law or right of a third party.

14. Limitation of Liability. IN NO EVENT SHALL TIREMETRIX’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL TIREMETRIX AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE AND/OR SERVICES, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE SITE OR SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES OR THIS SITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Confidential Information.

15.1. You acknowledge and agree that the content contained within the Services, as well as all other non-public information disclosed to you by Tiremetrix or otherwise accessed by you in connection with the Site (“Confidential Information”) constitutes valuable confidential information, trade secrets and/or proprietary rights of Tiremetrix. The Confidential Information may include, but is not limited to, technology, know-how, procedures, processes, protocols, specifications, strategic plans, designs, systems, software object code and source code, documentation, sales and marketing plans, results of testing, customer information, financial information, product information, proposed business arrangements, methods of operation and compilations of data. You may use Confidential Information only for the purposes of the Agreement and you shall maintain the confidentiality of Confidential Information in the same manner in which you protect your own Confidential Information of like kind, but in no event shall you take less than reasonable precautions to prevent the unauthorized disclosure or use of Confidential Information. Upon request, you shall return all Confidential Information and shall not use Confidential Information for your own, or any third party’s, benefit.
15.2. You acknowledge and agree that disclosure of any Confidential Information, or any breach or threatened breach of any other covenants or agreements contained herein, would cause irreparable injury to us for which money damages would be an inadequate remedy. Accordingly, You further acknowledge and agree that we shall be entitled to specific performance and injunctive and other equitable relief from the breach or threatened breach of any provision, requirement or covenant of the Agreement (including, without limitation, any disclosure or threatened disclosure of Confidential Information) in addition to and not in limitation of any other legal or equitable remedies which may be available.

16. Intended For Use Only In The United States and Canada. This Site and the Services are intended for use only from within the United States and Canada. Access to the Site and/or the Services from locations where its contents are illegal is not authorized.

17. Export Control. This Site provides Services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You acknowledge and agree that the Site and Services shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

18. Registration Data. Registration is required for you to establish an account at the Site. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form ("Registration Data"), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. Without limiting our other termination rights under the Agreement, if any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in its sole discretion, to suspend or terminate rights to use your account. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.

19. How We Treat Postings To This Site. We will not treat information that you post to areas of the Site that are viewable by others (for example, to a blog, forum or chat-room) as proprietary, private, or confidential. We have no obligation to monitor posts to the Site or to exercise any editorial control over such posts; however, we reserve the right to review such posts and to remove any material that, in our judgment, is not appropriate. Posting, transmitting, promoting, using, distributing or storing content that could subject us to any legal liability, whether in tort or otherwise, or that is in violation of any applicable law or regulation, or otherwise contrary to commonly accepted community standards, is prohibited, including without limitation information and material protected by copyright, trademark, trade secret, nondisclosure or confidentiality agreements, or other intellectual property rights, and material that is obscene, defamatory, constitutes a threat, or violates export control laws.

20. Defamation; Communications Decency Act Notice. This Site is, or may in the future be, a provider of "interactive computer services" under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other claims arising out of any postings to the Site by third parties is limited as described therein. We are not responsible for content or any other information posted to the Site by third parties. We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.

21. Monitoring. We reserve the right to monitor your access and use of this website without notification to you. We may record or log your use in a manner as set out in our Privacy Policy that is accessible through the Privacy Policy link on this Site’s home page.

22. Security. You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. We shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from our failure to perform the forgoing obligations, you agree that we shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time. We will promptly report to you any unauthorized access to your data promptly upon discovery by us, and we will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.

23. Notices. We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received by us) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us as follows: Tiremetrix LLC, 4763 S Old US 23, Suite A, Brighton, MI 48114, in either case, addressed to the attention of "President of the Company". Notices will not be effective unless sent in accordance with the above requirements.

24. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to the Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Detroit, MI, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Michigan, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

25. Jurisdiction and Venue; Applicable Law. The courts of Livingston County in the State of Michigan, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under the Agreement. The laws of the State of Michigan, USA shall apply to all issues in dispute, excluding its rules regarding conflicts of law.

26. Severability. If any provision of the Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of the Agreement, and the Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

27. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

28. Survival. Any provision of the Agreement that imposes or contemplates continuing obligations on or of a party will survive any expiration or termination of this Agreement, including, without limitation, all provisions of the Agreement relating to ownership, confidentiality limitations of liability, indemnification and disclaimers of warranty.

29. U.S. Government End-Users. We provide the Web Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Web Services include only those rights customarily provided to the public as defined in the Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. Unpublished-rights reserved under the copyright laws of the United States.

30. Miscellaneous. The Agreement, constitutes the entire understanding of the parties with respect to the Site and the Services and merges all prior communications, representations, and agreements. The relationship between you and Tiremetrix is that of independent contractor. No joint venture, partnership, employment, or agency relationship exists between you and Tiremetrix as a result of the Agreement or your access to the Site and/or Services. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. Neither the rights nor the obligations arising under the Agreement are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect. Tiremetrix may assign this Agreement without restriction. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language. If you are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: "The parties confirm that the Agreement and all related documentation is and will be in the English language."); and (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Site, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this agreement enforceable.

31. “Powered by TIA” Product. All Terms and Conditions listed in this agreement are also applicable to the enhanced version - TPMS Manager Powered by TIA subscription. Tiremetrix LLC offers this enhanced version of its software to both TIA members and TIA non-members. This product is sold as a separate license, with pricing dependent on TIA member status.

31.1. Membership Verification and Definition. Tiremetrix reserves the right to verify all membership claims of customers subscribing to the Powered by TIA product. For purposes of definition, “TIA Membership” will be applied to any member of the organization currently in “paid” status as defined directly by the Tire Industry Association. Verification is confirmed by one or more of the following: TIA Member Number, Business Name, and Address.
31.2. Non-Verified TIA Membership Options. In the event that your membership status is not verified, you will be given the following options: A) Paying the full price per month for non-TIA members. B) Converting your account to a standard TPMS Manager subscription. C) Cancelling your account. You will be notified and provided up to three business days to make a decision regarding your account if we find that your membership is not valid.
31.3. TIA Membership Verification. In addition to Tiremetrix verifying membership, the Tire Industry Association may also reserve the right to verify your membership at any time.
31.4. Privacy. All provisions provided through this websites Privacy Policy will also apply to the Powered by TIA enhanced product. We will not directly share any of your personal information outside of what is disclosed in our Privacy Policy.

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