Internet
Parts Ordering (IPO) – Test Environment
Terms
of Use
Last Modified: May 14, 2012
1.
Acceptance of the Terms of Use. Welcome to the Internet Parts Ordering – Test
Environment website of Standard Motor Products, Inc. (“Company”, “we” or “us”). The following terms and
conditions (the “Terms of Use”)
govern your access to and use of 'SMP IPO Customer Test Bed' (the “Website”), including any content,
functionality and services offered on or through the Website.
Please
read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to
accept or agree to the Terms of Use when this option is made available to you,
you accept and agree to be bound and abide by these Terms of Use and our
Privacy Policy, found at http://eaccess.smpcorp.com/IPOTestCenter, incorporated
herein by reference. If you do not want to agree to these Terms of Use or
the Privacy Policy, you must not access or use the Website.
2.
Test Environment. You hereby acknowledge and agree that your
use of this Website, including any content, functionality and services offered
on or through the Website, shall be solely for the purpose of validating IPO
documentation in connection with your role as a potential or current supplier,
customer or other trading partner of the Company.
3. Changes
to the Terms of Use. We may
revise and update these Terms of Use from time to time in our sole discretion.
All changes are effective immediately when we post them, and apply to all
access to and use of the Website thereafter. Your continued use of the Website
following the posting of revised Terms of Use means that you accept and agree
to the changes.
4. Accessing
the Website and Account Security.
We reserve the right to withdraw or amend the Website, and any content,
functionality or service we provide on the Website, in our sole discretion
without notice. We will not be liable if for any reason all or any part of the
Website is unavailable at any time or for any period.
If
you choose, or are provided with, a user name, password or any other piece of
information as part of our security procedures, you must treat such information
as confidential, and you must not disclose it to any other person or entity or
permit any other person or entity to access the Website using your user name,
password or other security information.
5. Intellectual
Property Rights. The Website and
its entire contents, features and functionality, are owned by the Company, its
licensors or other providers of such material and are protected by United
States and international copyright, trademark, patent, trade secret and other
intellectual property or proprietary rights laws. No right, title or interest
in or to the Website or any content on the site is transferred to you, and all
rights not expressly granted are reserved by the Company.for legitimate business purposes
relating the user's role as a potential or
current supplier, distributor or customer of the
site owner for legitimate business purposes relating the user's role as a potential or current supplier, distributor
or customer of the site owner
6. Prohibited
Uses. You agree not to reverse
engineer, reverse compile, de-compile, or disassemble the software made
available on or through the Website and will not either itself or permit others
to create or attempt to create by reverse engineering, reverse compiling, de-
compiling, disassembling or otherwise, the source programs or any part thereof
from the object programs or from other information made available on or through
the Website.
7. Termination. We have the right to terminate or suspend
your access to all or part of the Website for any or no reason, including
without limitation, any violation of these Terms of Use.
8. Reliance
on Information. The information
presented or accessed on or through the Website is made available solely for
general information purposes. We do not warrant the accuracy, completeness or
usefulness of this information. Any reliance you place on such information is
strictly at your own risk. We disclaim all liability and responsibility arising
from any reliance placed on such materials by you or any other visitor to the
Website, or by anyone who may be informed of any of its contents.
9. Disclaimer
of Warranties. You understand
that we cannot and do not guarantee or warrant that the files and information accessible
on or through the Website, including any content, functionality or services
offered on or through the Website, will be free of viruses or other destructive
code. You are responsible for implementing sufficient procedures and
checkpoints to satisfy your particular requirements for anti-virus protection
and accuracy of data input and output.
WE
WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED
DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL
THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER
PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS
OBTAINED THROUGH THE WEBSITE.
YOUR
USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE
WEBSITE IS AT YOUR OWN RISK.
THE
WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED
WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE
COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE
WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE
ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS
CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE,
RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR
SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE
WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE
FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER
APPLICABLE LAW.
10. Limitation
on Liability. IN NO EVENT WILL
THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES,
AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY
LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO
USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH
OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH
OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF
PROFITS, LOSS OF BUSINESS, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING
NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE
FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED
UNDER APPLICABLE LAW.
11. Indemnification. You agree to defend, indemnify and hold
harmless the Company, its affiliates, licensors and service providers, and its
and their respective officers, directors, employees, contractors, agents,
licensors, suppliers, successors and assigns from and against any claims,
liabilities, damages, judgments, awards, losses, costs, expenses or fees
(including reasonable attorneys' fees) arising out of or relating to your
violation of these Terms of Use.
12. Governing
Law and Jurisdiction. All
matters relating to the Website and these Terms of Use and any dispute or claim
arising therefrom or related thereto (in each case, including non-contractual
disputes or claims), shall be governed by and construed in accordance with the
internal laws of the State of New York without giving effect to any choice or
conflict of law provision or rule (whether of the State of New York or any
other jurisdiction). Any legal suit, action or proceeding arising out of, or
related to, these Terms of Use or the Website shall be instituted exclusively
in the federal courts of the United States or the courts of the State of New
York. You waive any and all objections to the exercise of jurisdiction over you
by such courts and to venue in such courts.
13. Entire
Agreement. The Terms of Use and our Privacy Policy constitute
the sole and entire agreement between you and Standard Motor Products, Inc. with respect to the Website and
supersede all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to the
Website.