TERMS AND CONDITIONS OF PARTICIPATION

These Terms and Conditions govern Your participation on the DEALER TIRE USER COUNCIL (the “Council”), and form a legal Agreement between You and Dealer Tire, LLC, along with their affiliated business entities (collectively, “œDealer Tire”) (hereinafter referred to as the “Agreement”). This Agreement is effective as of the date of Your “Click to Accept”. All terms in this Agreement which by their nature are intended to survive termination of this Agreement, shall so survive, including but not limited to Your confidentiality obligations and obligations related to Dealer Tire intellectual property.

For good and valuable consideration, including, but not limited to Dealer Tire providing You the opportunity to participate on the Council, which may include access to certain of Dealer Tire’s Confidential Information (defined below) and other materials which may allow You the ability to evaluate Dealer Tire technologies, services, and/or products before their general release, You agree to the following terms and conditions:

1. In furtherance of Council participation, Dealer Tire may disclose to You certain valuable information relating to Dealer Tire and its business, including but not limited to software and web based programs and designs, trade secrets, business processes, products, services, business sales and marketing plans, prototypes, and/or business promotion concepts (which may also include various related technologies, infrastructure, tools, user manuals, components, accessories, documentation, and source code, etc.) all of which You acknowledge and agree are proprietary and highly confidential to Dealer Tire (collectively, the “Confidential Information”). Confidential Information for purposes of this Agreement does not include information which: (i) now or hereafter, through no act or failure to act on Your part, becomes generally known or available to the public; (ii) is already known to You at the time of disclosure by Dealer Tire, independent of any confidentiality obligations to Dealer Tire or any third party, as evidenced by written records; or (iii) is hereafter furnished to You by a third party as a matter of right and without restriction on such disclosure.
2. As a Council participant, You represent, warrant, and covenant to Dealer Tire that Your access to and any use of the Confidential Information obtained in furtherance of Council participation will be solely for the limited purpose of such participation, and that You will not disclose to any third parties other than Your own employees (where applicable, on a limited, need to know basis in furtherance of this Agreement) such Confidential Information, or otherwise use (or permit the use of) the Confidential Information, whether for Your own benefit or the benefit of any third parties, except as specifically permitted by Dealer Tire, in writing.
3. To the extent You are a Council participant on behalf of a business entity, You acknowledge and agree that You are entering into this Agreement with full knowledge of and authority granted by such business entity and that this Agreement is binding on both You and such business entity. You further agree to take appropriate actions by instruction or agreement with any of Your employees or agents to effect the intent and purposes of this Agreement.
4. You agree that all right, title and interest in the Confidential Information, and any derivatives thereto remains fully vested in Dealer Tire, including all applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Confidential Information.
5. You will not, and shall not permit or direct any persons or entities to actually or attempt to copy or reproduce, reverse engineer, create any derivative works from, alter, or modify the Confidential Information without Dealer Tire’s express written consent. To the extent Confidential Information takes the form of physical or electronic documents or materials, or software, each permitted copy of same must contain Dealer Tire’s proprietary and copyright notices in the same form as on the original documents, materials, and/or software, as applicable. You shall not remove or deface any portion of any legend provided on any part of the Confidential Information.
6. You will not disclose that You are a Council participant or are evaluating/testing or have evaluated/tested any Confidential Information (or the results of same) to any third party without Dealer Tire’s prior written consent, including but not limited to such disclosure over social media.
7. As a Council Participant, You are being granted a limited, non-exclusive, non-transferable license during the term of your Council participation to access and use the Confidential Information solely for the purpose of providing honest feedback in furtherance of such Council participation. Confidential Information may not be used or disclosed (publicly or privately), sublicensed, sold, assigned, leased, loaned, or otherwise transferred by You to any third party, for any reason, absent the express written consent of an officer of Dealer Tire. You agree that any feedback, ideas, modifications, suggestions, improvements, and the like made or recommended by You with respect to the Confidential Information shared with You in furtherance of Council participation (the “Supportive Information”) will and shall remain the sole and exclusive property of Dealer Tire. You agree to, and hereby assign all right, title, and interest worldwide in this Supportive Information and the related intellectual property rights to Dealer Tire. Dealer Tire may disclose or use Supportive Information for any purposes whatsoever without any further obligation to You.
8. As a Council participant, You agree to promptly respond to any and all reasonable inquiries, questionnaires, surveys, and other similar documents submitted to You by Dealer Tire in furtherance of the Council’s purpose. You acknowledge that participation as a Council participant may include voice and/or video recording of You to the extent permitted by applicable law. You agree, that as a condition of participation on the Council, You consent to Dealer Tire recording Your responses and participation solely for the purposes of Dealer Tire’s business research and the refining of its services and business offerings. Such recordings will not be made available for public use or distribution without Your express written consent.
9. In addition to the terms and conditions of Council participation, You agree to be bound by any applicable terms of use and privacy policies set forth on Dealer Tire’s applicable websites that You may visit or access in furtherance of this Agreement.
10. You acknowledge and agree that Your participation on the Council is strictly voluntary, and that You or Dealer Tire may terminate Your participation at any time upon written notice to the other party. Dealer Tire further may terminate its Dealer Tire User Council Program at any time.
11. DISCLAIMER OF WARRANTY. By its nature, the Confidential Information and related materials shared with You in furtherance of Council participation may contain errors, bugs and other problems that could cause system failure and the testing and quality assurance of same may not yet be completed. No Confidential Information to which You may be provided access in furtherance of this Agreement should be relied upon as accurate or complete. You further acknowledge and agree that the Confidential Information and related materials may contain, in Dealer Tire’s sole discretion, more or fewer features or different licensing terms than subsequent commercial release versions of the same materials provided to You for evaluation. Without limiting any disclaimer of warranty or other limitation stated herein, You agree that any Confidential Information or other materials provided to You in furtherance of Council participation are not suitable for commercial use, and that they may contain errors affecting their proper operation or use. ANY INFORMATION AND/OR MATERIALS PROVIDED TO YOU IN FURTHERANCE OF COUNCIL PARTICIPATION IS “AS IS”. DEALER TIRE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING SAME. DEALER TIRE HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS. NEITHER DEALER TIRE NOR ITS LICENSORS WARRANT THAT THE MATERIALS PROVIDED HEREUNDER, INCLUDING CONFIDENTIAL INFORMATION OR ANY SOFTWARE, WILL MEET YOUR INDIVIDUAL OR BUSINESS REQUIREMENTS, THAT THE OPERATION OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN SUCH MATERIALS AND/OR CONFIDENTIAL INFORMATION WILL BE CORRECTED.
12. LIMITATION OF LIABILITY. IN NO EVENT SHALL DEALER TIRE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO PARTICIPATION ON THE COUNCIL OR THE TRANSACTIONS CONTEMPLATED HEREIN, EVEN IF DEALER TIRE OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.13. Any and all materials provided to You hereunder, including Confidential Information that may be in the form of electronic data or software, may be subject to United States Export Restrictions. You agree not to export or re-export any such materials or accompanying documentation in violation of any applicable laws and regulations of the United States or the country in which You obtained them.
13. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
14. You shall not assign any rights or delegate any obligations under this Agreement, by operation of law or otherwise, without Dealer Tire’s prior written consent; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
15. This Agreement shall be governed by the laws of the State of Ohio, excluding any such laws that might direct the application of the laws of another jurisdiction. The parties agree that the federal or state courts located in Cleveland, Ohio, shall have exclusive jurisdiction to hear any dispute under this Agreement.
16. This Agreement represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all prior agreements between the parties, whether written or oral, regarding this subject matter. This Agreement may not be modified or amended except by the written acceptance of both parties.