TERMS AND CONDITIONS OF SERVICE FOR WEBSITE DEALER PAGES
The dealer pages (each, a “Dealer Page”) offered for the use of current dealers of Cooper Tire & Rubber Company Europe Limited (“CTE”) through the dealer portal of CTE’s website (the “Dealer Portal”) are offered subject to these Terms and Conditions of Service for Website Dealer Pages (“Terms”). Each current CTE dealer which chooses to use and provide information through the Dealer Portal (each, a “Dealer”) does so on the condition that such use and provision of information is made subject to these Terms.
1. GENERAL; AGREEMENT TO TERMS.
In consideration of the Dealer’s access to and use of the Dealer Portal, the Dealer agrees as follows:
a. The Dealer Portal may be accessed and used solely by current dealers of CTE products, and their designated Administrator User (as defined below). If you are not a current Dealer of CTE products, your Dealer Page will be removed from the CTE website and you (and/or your Administrator User) must discontinue use of the Dealer Portal and services provided on or through the Dealer Portal. Each Dealer is responsible for compliance with these Terms by each individual whom it designates as its Administrator User to use the Dealer Portal.
b. Your access to and use of the Dealer Portal is subject to and governed by these Terms. By using the Dealer Portal, you agree to comply with and will be deemed to be bound by these Terms and all applicable laws and regulations in connection with your use of the Dealer Portal. If you do not agree to be bound by these Terms and all applicable laws and regulations you are required to leave the Dealer Portal and discontinue use of the Dealer Portal and services provided on or through the Dealer Portal.
c. The Dealer Portal provides each current Dealer the opportunity to have a specific page on the CTE website explaining more about the Dealer, showcasing the Dealer’s point of sale and functioning as a virtual shopping window for potential customers. Accessing the Dealer Portal requires registration. CTE reserves the right to refuse to allow registration for or access to the Dealer Portal to any person or entity, for any reason, at any time, in its sole discretion.
d. These Terms and the information provided on the Dealer Portal do not modify or supersede and in no way override the terms and conditions of any written agreement between you and CTE. IN CASE OF A CONFLICT BETWEEN THESE TERMS AND ANY OTHER AGREEMENT YOU HAVE WITH CTE, THESE TERMS WILL CONTROL, BUT ONLY WITH RESPECT TO YOUR ACCESS AND USE OF THE DEALER PORTAL.
e. You may not use any automatic device, extraction tool, robot, program or technology, or any equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Dealer Portal or Content (as defined below), or in any way reproduce or circumvent the navigational structure or presentation of the Dealer Portal or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Dealer Portal. You agree that you will not take any action that imposes an unreasonable or disproportionate load on the infrastructure of the Dealer Portal.
f. No Dealer will be allowed to provide information for or make modifications to any Dealer Page on the CTE website other than its own.
2. CHANGES IN TERMS; TERMINATION.
CTE shall have the right, in its sole discretion, at any time and without prior notice, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Dealer Portal. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on the Dealer Portal. You are responsible for reviewing the Dealer Portal periodically for any modification to these Terms. You agree that you shall be deemed to be apprised of and bound by any revisions or additions by CTE to the Terms. Your continued use of the Dealer Portal with any such changes to the Terms constitutes your acceptance of the new Terms, whether or not you actually reviewed them. No modification to these Terms by any party other than CTE shall be valid or enforceable against CTE unless expressly agreed to by CTE in writing signed by a duly authorized statutory director of CTE.
3. DISCONTINUED OPERATION OF DEALER PORTAL; REMOVAL OF DEALER PAGE.
CTE shall have the right, in its sole discretion, without notice and at any time and for any reason to discontinue operation of the Dealer Portal, or any portion thereof, to terminate any individual's access to or use of the Dealer Portal, or to remove any Dealer Page (or portion thereof) from the CTE website. If your access to the Dealer Portal is terminated by CTE, your ability to utilize the features of the Dealer Portal will cease. The restrictions imposed on you, the disclaimers, indemnities and limitations of liability set forth in these Terms shall survive any termination of the Dealer Portal or your use thereof.
4. DEALER PORTAL CONTENT; TRADEMARK AND COPYRIGHT.
Any text, images, photographs, graphics, logos, illustrations, descriptions, data or other material provided to Dealers by CTE for use on and through the Dealer Portal, as well as the selection, assembly and arrangement thereof, are referred to collectively as the “Content.” CTE may change, delete, or update any Content at any time and without prior notice. Unless otherwise noted, all Content is protected by copyrights, trademarks, service marks, and other proprietary rights that are owned by CTE, by CTE’s affiliates or related entities, or by third parties that have licensed their use to CTE. You may view and use the Content only in connection with your dealer page through the Dealer Portal, and for no other purpose. You may not otherwise use, reproduce, copy, modify, transmit, display, publish, sell, license, publicly perform, distribute or commercially exploit any of the Content. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of CTE, or of CTE’s affiliates or related entities, without the express, written consent of CTE. Any use of the Content, except as specifically permitted in these Terms or as otherwise expressly permitted in the Content or in a writing signed by an authorized representative of CTE is strictly prohibited.
5. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.
If you believe that your rights under United States or international copyright laws are being violated by any Content or other information posted on or transmitted through the Dealer Portal, please contact CTE promptly so that we may investigate the situation and, if appropriate, block or remove the offending Content or information. In order for us to investigate your claim of infringement, you must provide us with the following when making such a claim:
An electronic or 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 believe has been infringed;
A description of where the material that you claim is infringing is located or identified on the Dealer Portal;
Your name, 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 or intellectual property owner, its agent or the law; and
A statement by you, made under penalty of perjury, that the information submitted to CTE is accurate and that you are the owner of the copyright or intellectual property or authorized to act on behalf of the owner of the copyright or intellectual property.
The above information should be provided to CTE’s legal department, which can be reached as follows:
By Royal Mail:
Cooper Tire & Rubber Company Europe Limited
Attn: Legal Department
Bath Road
Melksham, Wiltshire SN12 8AA England
By Telephone: +44 (0)1225 703101
6. SUBMISSIONS.
These Terms shall not be deemed to modify or supersede any confidentiality obligations undertaken by a Dealer or by CTE pursuant to any other written agreement between the parties, and such confidentiality obligations shall, as applicable, remain in effect with respect to any information or material that you submit through the Dealer Portal or that CTE makes available to you through the Dealer Portal. Except as otherwise expressly provided herein or in a separate written agreement between you and CTE or as otherwise required by applicable law, any Content, communication or other material you transmit to the Dealer Portal by electronic mail or otherwise is and will be treated as non-confidential and non-proprietary and may be used by CTE and any of its affiliates or related entities for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast, and posting. With respect to any feature of the Dealer Portal that allows you to upload or otherwise submit material for potential inclusion on your Dealer Page, you may not upload or submit through the Dealer Portal any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material or information of any kind, including but not limited to any material or information that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. If CTE should receive from you or otherwise become aware of any such material or information provided by you, CTE may investigate and determine, in CTE’s sole discretion, to prohibit or remove such material from your Dealer Page, or discontinue your access to the Dealer Portal. CTE reserves the right to prohibit or remove, in CTE’s sole discretion, any materials or information from the Dealer Portal or any Dealer Page. Without limiting any of the provisions of this Section 6, CTE may disclose any material or information (including but not limited to electronic communications) of any kind to satisfy any law, regulation, or government request; if such disclosure is necessary or appropriate to operate the Dealer Portal or our business; to protect the rights or property of CTE, you or other users of the Dealer Portal or in connection with the sale of all or part of our business, a merger or other business combination. With respect to any feature of the Dealer Portal, if any, that allows you to upload, post or otherwise submit Content, you may upload, post or otherwise submit to the Dealer Portal only such Content (i) that is not subject to any copyright or other proprietary rights restrictions; (ii) with respect to which the owner or licensor has given express authorization for CTE to distribute over the Internet; or (iii) that does not contain any material that may damage, interfere with, intercept or expropriate any system, data or personal information. The unauthorized submission of copyrighted or other proprietary Content is illegal and could subject you to civil and criminal liability. You will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from an unauthorized submission or submission of any material prohibited by these Terms and you hereby agree to defend, indemnify, and hold harmless CTE and its affiliates and related entities and their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, and costs (including but not limited to reasonable attorneys' fees and court costs), arising out of or related to any of the foregoing.
7. LINKED WEBSITES.
Links to other websites operated by third parties, do not constitute sponsorship, endorsement, or approval by CTE of the content, policies, or practices of such linked websites. Linked websites are not operated or controlled by CTE, and CTE is not responsible for the availability, content, policies, or practices of linked websites, including without limitation privacy policies or practices. Links to other websites are allowed for your convenience only, and any access to such websites is at your own risk.
8. AVAILABILITY OF PRODUCTS DISPLAYED ON DEALER PAGES; NO WARRANTY
Products displayed on the Dealer Portal are not guaranteed by CTE to be available. Descriptions of, or references to, products or services on the Dealer Portal do not constitute a warranty by CTE or by any of its affiliates or related entities.
9. REGISTRATION; DEALER PAGES; USE OF DEALER PORTAL.
Every online Dealer Page must have a user designated by the Dealer (the “Administrator User”). The Administrator User will have access to portal functionalities for the Dealer and authorization to utilize the administrative privileges associated with the Dealer’s Dealer Page. The Administrator User will be the designated recipient of all email alerts and notifications from CTE on critical events and events which require action in relation to the Dealer’s Dealer Page. If a Dealer’s designated Administrator User is no longer a person authorized by the Dealer to perform the administrator functions for the Dealer’s Dealer Page, the Dealer shall immediately inform CTE that such Administrator User’s access should be terminated and provide information concerning the new individual to be given such authority. CTE is not responsible for the failure of the Dealer to timely terminate the authority of its Administrative User.
10. PASSWORDS.
Dealer is responsible for maintaining the confidentiality of account information, including your password, and for all activity that occurs under your account. You will not disclose your password to unauthorized individuals. You agree to notify CTE immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for any losses incurred by CTE or any other users of the Dealer Portal due to someone else using your password or Dealer account. You may not use anyone else’s password or Dealer account. You may not attempt to gain unauthorized access to the Dealer Portal, and if you attempt to do so, or assist others in making such attempts, then CTE may terminate your online account. You are solely responsible for changing your password from time to time, and the Dealer Portal will not require you or prompt you to do this. By accessing any part of this Dealer Portal that is password protected you are agreeing you are the proper and authorized individual/user of the username and password being used to obtain access. Unauthorized individuals may be subject to prosecution.
11. E-MAIL ALERTS.
From time to time, automatic E-mail alerts are sent to a Dealer’s Administrator User concerning the administration of that Dealer’s Dealer Page. Such email messages are sent automatically to ensure the efficient administration of the Dealer Portal. Additional email alerts concerning important events and offers available to Dealers can be sent to Administrator Users as well, if the Administrator User has, on behalf of the Dealer, confirmed that they wish to receive such alerts. Such voluntary alerts, if any, may be deactivated as an account alert feature at any time by the Administrator User, by notifying CTE. Email alerts may be delayed or prevented by a variety of factors. CTE neither guarantees the delivery nor the accuracy of the contents of any alert. CTE is not liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance of an alert.
12. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY AS TO THE DEALER PORTAL AND CONTENT.
NEITHER CTE NOR ANY OF CTE’S AFFILIATES OR RELATED ENTITIES MAKES ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE DEALER PORTAL OR ANY LINKED WEBSITE OR ITS CONTENT, INCLUDING THE AVAILABILITY OF THE DEALER PORTAL OR THE CONTENT, INFORMATION AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THAT CONTENT, INFORMATION AND MATERIALS. CTE AND CTE’S AFFILIATES OR RELATED ENTITIES ALSO DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF THE DEALER PORTAL OR ANY LINKED WEBSITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE DEALER PORTAL OR ANY LINKED WEBSITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, ALL CONTENT, INFORMATION AND MATERIAL PROVIDED ON THE DEALER PORTAL IS PROVIDED TO USERS "AS IS" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THE “AS IS” CONDITION OF THE CONTENT, INFORMATION AND MATERIALS PROVIDED ON THIS DEALER PORTAL OR ANY LINKED WEBSITE IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION ARISING THROUGH OR AS A RESULT OF THE DEALER PORTAL. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.
UNDER NO CIRCUMSTANCES SHALL CTE, ANY OF CTE’S AFFILIATES OR RELATED ENTITIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY OUT OF ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THIS DEALER PORTAL OR ITS CONTENT OR ANY LINKED WEBSITE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF CTE OR ANY OF ITS AFFILIATES OR RELATED ENTITIES ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. DISCLAIMER OF WARRANTY AND LIMITATION ON LIABILITY AS TO PRODUCTS.
THE ONLY WARRANTIES, IF ANY, MADE BY CTE WITH RESPECT TO PRODUCTS PURCHASED BY YOU ARE CONTAINED IN THE OTHER WRITTEN AGREEMENTS BETWEEN YOU AND CTE. EXCEPT FOR ANY SUCH WARRANTIES, CTE AND ITS AFFILIATES OR RELATED ENTITIES FURNISH ALL PRODUCTS AND SERVICES SOLD OR PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.
UNDER NO CIRCUMSTANCES SHALL CTE, ANY OF CTE’S AFFILIATES OR RELATED ENTITIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND BUSINESS INTERRUPTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY FROM ANY PRODUCTS OR SERVICES SOLD, ADVERTISED OR PROVIDED ON THE DEALER PORTAL, EVEN IF CTE OR ANY OF ITS AFFILIATES OR RELATED ENTITIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. INDEMNIFICATION.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CTE, CTE’S AFFILIATES AND RELATED ENTITIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, AND COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES AND COURT COSTS), ARISING OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS OR YOUR ACCESS TO OR USE OF THE DEALER PORTAL. THE FOREGOING INDEMNIFICATION OBLIGATION SHALL SURVIVE TERMINATION OF THESE TERMS AND THE DEALER PORTAL AND ANY PRODUCT OR SERVICE PROVIDED TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THE DEALER PORTAL.
15. MISCELLANEOUS.
Entire Agreement -- These Terms constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral terms and conditions of use between the parties with respect to such subject matter. These Terms and Conditions of Use do not supersede any other agreements between you and CTE or between you and any of CTE’s affiliates or other related entities.
Waiver and Severability -- No waiver by CTE of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any other provisions of the Terms. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms.
Nonperformance or Delay in Performance -- CTE and its Partners shall not be liable for any nonperformance or delay in performance caused by any act beyond their reasonable control.
Choice of Law and Section Titles -- These Terms, and any disputes of any kind between you and CTE relating to them, shall be governed by and construed in accordance with the laws of England, without regard to its conflicts or choice of laws provisions. The section titles within these Terms are for convenience only and have no legal or contractual effect.
The Dealer Portal may be unavailable from time to time, including for system maintenance and upgrades.
If you have any questions about these Terms please contact us at:
By Royal Mail:
Cooper Tire & Rubber Company Europe Limited
Attn: Legal Department
Bath Road
Melksham, Wiltshire SN12 8AA England
By Telephone: +44 (0)1225 703101