TERMS OF SERVICE

ACCEPTANCE OF ACCOUNT

By using the Carroll Tire Company Internet site (herein after called Carroll Tire Online or CTO), Subscriber agrees to comply with all of the terms and conditions hereof. The right to use CTO is personal to subscriber and is not transferable to any other person or entity. Subscribers is responsible for all use of Subscribers account under any screen name or password and for ensuring that all use of subscribers account complies fully with the provisions of this agreement. Subscriber shall be responsible for protecting the confidentiality of subscriber’s password and account number.

Carroll Tire Company, its affiliated companies, and TBC (hereafter called CTO) shall have the right at any time to change or discontinue any aspect or feature of CTO including but not limited to content, functionality, hours of availability and equipment needed for access or use with or without notice. You agree that Carroll Tire Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the service.

You understand that the technical processing and transmission of CTO including account information and other content may involve (a) transmission of various networks; and (b) changes to adapt and conform to technical requirements of connecting devices and networks.

If at any time the terms and conditions of this agreement are no longer acceptable to you, you should immediately cease all use of this service and notify the Carroll Tire Company and your local distribution center or sales representative to disable your account on this service.

Carroll Tire Company provides a set of basic features to each qualified dealer free of charge

MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completion of the service registration process. You are responsible for maintaining the confidentiality of the password and associated account information. You are responsible for all activities that occur under your password and account. You agree to (a) immediately notify the Carroll Tire Company and your local distribution center of any unauthorized use of your account or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Carroll Tire Company cannot and will not be liable for any loss or damage arising from your failure to comply with this policy.

NO RESALE OF SERVICE

YOU’RE OBLIGATIONS

NOTICES

MODIFICATION TO SERVICE

CHANGED TERMS

Carroll Tire Company shall have the right at any time to change or modify the terms and conditions applicable to subscribers us of CTO or any part thereof or to impose new conditions including but not limited to additional fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including but not limited to posting on CTO or by electronic or conventional mail or by any other means by which subscriber obtains notice thereof. Any use of CTO by subscriber after such notice shall be deemed to constitute acceptance by subscriber of such changes, modifications, additions, or deletions.

EQUIPMENT

In order to use CTO, you must obtain access to the World Wide Web, either directly or through devices that access web based content in a form which is compatible with CTO. Subscriber shall be responsible for obtaining and maintaining all telephone, computer hardware, modems and other equipment needed for access to and use of CTO and all charges related thereto including but not limited to telephone access charges and internet service fees.

CONFIDENTIAL INFORMATION

Subscriber acknowledges that CTO contains valuable trade secrets and confidential information of Carroll Tie Company (hereinafter referred to as "Confidential Information"), and that Subscriber, and its employees, contractors and/or agents may be exposed to and have access to such Confidential Information of CTO. The "Confidential Information" hereunder shall be deemed confidential unless clearly marked otherwise, or if disclosed orally, has been clearly identified otherwise in writing. Subscriber agrees that it and its employees, contractors and/or agents shall not copy, divulge, transfer, use, sell, license, lease or otherwise disclose the Confidential Information of Carroll Tie Company except as otherwise provided in this Agreement. Subscriber shall maintain the Confidential Information of Carroll Tie Company in confidence and shall use the Confidential Information solely in connection with its rights and obligations pursuant to this Agreement. Subscriber shall use the same degree of care to avoid misuse or improper disclosure of Carroll Tie Company Confidential Information as Subscriber uses with respect to its own similar information, which shall be no less than a reasonable degree of care.

Subscriber shall have no liability with respect to Confidential Information of Carroll Tie Company which: (i) was in the public domain at the time it was disclosed by Carroll Tie Company to Subscriber; (ii) is approved for release by prior written authorization of CTO; or (iii) is obligated to be disclosed by Subscriber pursuant to court order or other governmental requirement.

Subscriber shall take all necessary steps to insure that its employees, contractors and agents are bound by the terms and conditions of this Agreement. The obligations on Subscriber, and its employees, contractors and agents, pursuant to this paragraph shall remain in effect and shall bind their respective heirs, assigns, successors, and legal representatives.

COPYRIGHTS and COPYRIGHT AGENTS

Subscriber shall not reverse engineer, disassemble or decompile the Licensed Software or cause or permit such acts. Any such activities or attempts by Subscriber shall be deemed a breach of this Agreement and result in automatic termination of this Agreement

CTO owns all right, title and interest in the Computer Software, including all patent, trademark, copyright, trade secret, and any other intellectual property rights therein. Subscriber shall not own or acquire any right, title or interest in the Computer Software, or any patent, trademark, copyright, trade secret, or any other intellectual property rights therein.

Subscriber acknowledges the existence, validity and enforceability of all rights in the Computer Software, and that CTO owns all right, title and interest in the Computer Software, and all patent, trademark, copyright, trade secret and other intellectual property rights therein. Subscriber shall not contest or oppose the existence, validity, enforceability or ownership of the Computer Software, any portion thereof, or any rights therein. Subscriber further acknowledges that any unauthorized use of the Computer Software, any portion thereof, or any rights therein, by Subscriber or its employees, agents or representatives, will result in irreparable harm to CTO, and that CTO shall be entitled to damages, lost profits, attorneys' fees, costs, expenses and injunctive relief, including a temporary restraining order, a preliminary injunction, and a permanent injunction, from any such unauthorized use by Subscriber or its employees, agents or representatives.

RESTRICTIONS ON USE OF MATERIALS

(A) Subscriber shall use CTO for lawful purposes only. Subscribers shall not transmit through the CTO any materials which violates or infringes upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law or which contains advertising or any solicitation with respect to products or services. Any conduct by a subscriber that in the CTO's discretion restricts of inhibits any other subscriber from using or enjoying CTO will not be permitted. Subscribers shall not use CTO to advertise of perform commercial solicitation of others to become subscribers of other online services competitive with CTO.

(B) CTO contains copyrighted material, trademarks and other proprietary information including but not limited to text, software, photos, video, graphics, music, and sound, and the entire contents of CTO are copyrighted as a collective work under the United States copyright laws. The CTO owns a copyright in the selection, coordination, arrangement and enhancement of such content. Subscribers may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded materials will be permitted without the express written consent of the CTO and the copyright owner. Subscriber acknowledges that he does not acquire any ownership rights by downloading copyrighted materials.

LIMITATION OF LIABILITY

Neither the CTO nor its affiliates, information providers or content partners warrant or guarantee the timeliness, sequence, accuracy or completeness of this information. Additionally, there are no warranties as to the results obtained from the use of information provided herein.

By using this system you expressly understand and agree that:

1. Your use of this service is at your sole risk. The service is provided on an "as is" and "as available" basis. The CTO expressly disclaims all warranties of any kind, whether expressed or implied, including, but not limited to the implied warranty of merchantability, fitness for a particular purpose and non-infringement.
2. The CTO makes not warranty that (1.) the service will meet your requirements, (2.) The service will be uninterrupted, timely, secure, or error-free, (3) The results that may be obtained from the use of the service will be accurate or reliable, (4) The quality of any products, services, information, or other material purchased or obtained by you through this system will meet your expectations, and (5) Any errors in the software or information provided by the software will be corrected.
3. Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such materials.
4. No advice or information whether oral or written, obtained by you from the CTO or through of from the service shall create any warranty not expressly stated in these terms of service.

You expressly understand and agree that the CTO shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profit, goodwill, use, data or other intangible losses (even if the CTO has been advised of the possibility of such damage), injury, or death resulting from (1) the ability or inability to use the service, (2) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into, through, or from this service, (3) Unauthorized access to or alteration of your transmissions or data, (4) statements or conduct of any third party on the service, (5) any other matter relating to the service.

LINKS

CTO may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the CTO has no control over such sites and resources, you acknowledge and agree that the CTO is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Yahoo shall not be responsible or liable, directly or indirectly, for any damage of loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

TERMINATION

You agree that the CTO, in its sole discretion, may terminate your account, password or any part thereof or use of the service and remove and discard any content within the service for any reason including without limitation for lack of use or if the CTO believes that you have violated or acted inconsistently with the letter or spirit of the terms of service. The CTO may also in its sole discretion and at any time discontinue providing the service, or any part thereof with or without notice. You agree that the CTO may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the service. Further you agree that the CTO shall not be liable to you or any third-party for any termination of your access to the service.

INDEMNIFICATION

Subscriber shall defend, indemnify and hold harmless Carroll Tie Company and Carroll Tie Company employees, agents and representatives against any claim or proceeding in which it is alleged that the use of the Computer System, or any portion thereof, by Subscriber or Subscriber's employees, agents or representatives, outside the scope of this Agreement, infringes or otherwise violates any patent, copyright, trade secret or any other intellectual property right of any third party or is otherwise based, in whole or in part, on Subscriber's use of the Computer System outside the scope of this Agreement.

Subscriber shall defend, indemnify and hold harmless Carroll Tie Company and Carroll Tie Company employees, agents and representatives against any claim or proceeding in which it is alleged that the use of the Computer System, or any portion thereof, in combination with any other computer hardware, software or data, by Subscriber or Subscriber's employees, agents or representatives infringes or otherwise violates any patent, copyright, trade secret or any other intellectual property right of any third party.

Indemnification pursuant to Paragraphs above shall include payment by Subscriber of all damages awarded, settlements entered into, attorneys' fees, costs and expenses.

MISCELLANEOUS PROVISIONS

This Agreement shall be governed by the laws of the State of Georgia. By execution of this Agreement, Carroll Tie Company and Subscriber expressly submit to the jurisdiction of the United States District Court for the District of Georgia for resolution of any claim arising out of this Agreement or based on any use by Subscriber or its agents, employees or representatives of the Computer System. If any of the provisions or portions of this Agreement are held to be invalid, illegal or unenforceable, they are to the minimum extent necessary deemed admitted, and the remaining provisions and portions thereof of this Agreement will be effective and enforceable.

Waiver of any breach or default of any term or condition of this Agreement shall not constitute a waiver of any subsequent breach or default.

This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Carroll Tie Company and Subscriber or as making either party an agent or representative of the other. Neither party shall have the right to obligate or bind the other party in any manner whatsoever with respect to any third party, and nothing contained in this Agreement shall give or is intended to give any rights of any kind to any third party.

This Agreement states Carroll Tie Company total liability to Subscriber, whether in contract, tort or otherwise with respect to its obligations and liabilities under this Agreement and is in lieu of and excludes all of the conditions and warranties implied by statute or otherwise.

Subscriber acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Subscriber further agrees that this agreement is the complete and exclusive agreement between Carroll Tie Company and Subscriber relating to CTO, and supersedes all prior or contemporaneous agreements, representations, proposals or communications, oral or written, concerning the subject matter of this Agreement.