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Please read these terms below carefully:

Terms of Use

1. Introduction

This Terms of Use Agreement (the “Agreement” and the “Terms”) is made by and between Auto-Wares Group of Companies (“AWG”, the “Company”, “Us”, “We” and “Our”), and you (“You,” “Your” or “User”). This Agreement contains the terms and conditions that govern your access to, and use of the AWG website, “Auto-Wares Online” (www.autowaresgroup.com, www.myplaceforparts.com, and other sites hosted by the Company) and any tools hosted thereon, its content, the software and the associated materials made available through this website (collectively, the “Website”). The Website provides a collection of online resources and may allow you to access postings, messages, text, files, images, photos, video, sounds or other materials (collectively, “Content”).

2. Agreement

By using or accessing the Website and its Content in any way signifies Your constructive and actual notice and knowledge of, and Your agreement to be bound by, the most current version of the Terms as posted on the Website. In no way shall this provision be construed to incorporate, acknowledge or make any recommendation regarding third-party Terms and Conditions, for example, terms and conditions that may govern Your use of any third-party website or Content. It is solely Your responsibility to ensure that Your use of any and all third-party website or Content is in compliance with any and all third-party requirements.

IMPORTANT! THESE TERMS AND ANY RELEVANT GUIDELINES GOVERN YOUR USE OF THIS WEBSITE AND CONTENT, WHICH ARE PROVIDED BY AWG. THESE TERMS AND ANY RELEVANT GUIDELINES ARE SUBJECT TO CHANGE BY AWG AT ANY TIME IN ITS DISCRETION AND YOU ARE ENCOURAGED TO REVIEW THE MOST CURRENT TERMS AND ANY RELEVANT GUIDELINES EACH TIME YOU VISIT THE WEBSITE. YOUR USE OF THIS WEBSITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES.

If you do not wish to be bound by this Agreement and its Terms, do not use or access the Website or the Content.

3. Your Account

Access to the Website and Content is limited to those granted password credentials by AWG or its authorized agents (“Credentials”) and only for so long as such Credentials remain valid. You are solely responsible for all actions taken using Your Credentials by you and any employees or agents you release your credentials to. You must make every effort to keep Your Credentials safe and should not disclose them to anyone. You shall not permit, either directly or indirectly, any other person to use Your Credentials. We are not responsible for any losses or problems You suffer as a result of Your disclosure of Your Credentials to anyone else.

In order to limit their exposure, it is preferable that you enter and save your Credentials into the machines / browsers that your employees use for the conduct of business . In any case, anyone using your Credentials is doing so as your authorized agent, and is bound to this agreement as your agent. With this agreement you agree you will immediately change your password Credentials should an employee who knows it leave your organization. You also agree you will not share your password with anyone that is not directly employed by you.

4. Restrictions On Use

You may use the Website only for purposes expressly permitted by this Website. You may not use this Website for any other purpose, including any other commercial purpose, without AWG’s express prior written consent. For example, you may not (and may not authorize any other party to) (i) co brand this Website, or (ii) frame this Website, or (iii) hyper-link to this Website, without the express prior written permission of an authorized representative of AWG. For purposes of these Terms of Use, “co branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Website or content accessible within this Website. You agree to cooperate with AWG in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.

5. PROPRIETARY INFORMATION

The material and Content accessible from this Website, and any other World Wide Web site owned, operated, licensed, or controlled by AWG is the proprietary information of AWG or the party that provided the Content to AWG, and AWG or the party that provided the Content to AWG retains all right, title, and interest in this Content. Accordingly, such Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of AWG. In any event, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of this Content except as expressly provided in these Terms of Use violates AWG’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Website.

Trademarks, service marks, and logos appearing in this Website are the property of AWG or the party that provided the trademarks, service marks, and logos to AWG. AWG and any party that provided trademarks, service marks, and logos to AWG retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this Website.

You may not copy, download, modify or create derivate works, rent, lease, loan, distribute, re-use, adapt, publish, transmit, attempt to decompile, decipher, disassemble, reverse engineer, decrypt or otherwise use or exploit any software or other works or content from the Website unless We have expressly allowed You to do so. You agree that all proprietary rights, including all trademark, copyright, patent or trade secret rights, inherent in such software, works and content is owned by Us or applicable third parties.

6. THIRD PARTY CONTENT

The Website and Content available through the Website may contain links to other web sites, which are independent of AWG. AWG makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other website is at your own risk.

7. WE DISCLAIM ALL OBLIGATIONS TO YOU

AWG has no obligation to check whether users are using the Website in accordance with this Agreement or any other agreement. You understand that AWG cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Website for the reconstruction of any lost data. AWG does not assume any responsibility or risk for your use of the Internet.

8. Release

You agree that AWG shall not be responsible or liable for any loss or damage of any sort incurred as the result of Your use of the Website. You hereby release AWG, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Your use of the Website. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

9. WE MAKE NO WARRANTY

YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. The Content is provided “AS-IS” and without warranties of any kind, either expressed or implied. AWG disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. AWG does not warrant that the functions or Content contained in this Website will be uninterrupted or error-free, that defects will be corrected, or that this Website or the server that makes it available are free of viruses or other harmful components. AWG does not warrant or make any representation regarding use, or the result of use, of the content in terms of accuracy, reliability, or otherwise. The content may include technical inaccuracies or typographical errors, and AWG may make changes or improvements at any time. AWG MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

10. LIMITATION ON LIABILITY

AWG, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF AWG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INDEMNITY

You will indemnify and hold AWG, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information, content and services accessed from this Website.

12. MISCELLANEOUS

These Terms of Use will be governed and interpreted pursuant to the laws of Michigan, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Michigan in connection with any dispute between you and Michigan arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use or pertaining to the subject matter of these Terms of Use will be in the state and federal courts in Grand Rapids, Michigan. If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this Website will govern the items to which they pertain. AWG may revise these Terms of Use at any time by updating this posting.