1. Introduction Keystone Automotive Operations, Inc. (the "Company") maintains this web site, accessible via http://www.trailfx.com (collectively the "Web Site") for informational purposes only. These Terms and Conditions ("Terms and Conditions") govern access and use of this Web Site and any Content, Products or Services (as defined below) offered via the Web Site. For the purposes of these Terms and Conditions: (i) "Content" means, collectively, any text, software, code, tags, forms, programs, applications, specifications, images, graphics, "look and feel," audio files, articles, press releases, documentation and other information and content available via the Web Site, whether provided by the Company or any other party; (ii) "Services" means, collectively, any catalog, order process, delivery, shipping, returns, promotions, tracking, customer service, alerts, announcements, discounts, rebates, search tools, warranty claims, customer registration and other related services provided in connection with the Web Site; (iii) "Products" means, collectively, any automotive products, guides, guidelines, prizes, logos, data and other materials and products available through the Web Site; and (iv) "You" or "you" or "Your" means any customer or prospective customer (and shall be interpreted to extend to such customer's or prospective customer's employees, agents, and/or contractors within its control to the extent permitted by applicable law) of Company that accesses or uses the Web Site, including all corporations, limited liability companies, partnerships, sole proprietorships, business associations, and any other business or juridical entity that is a current or prospective customer of Company.
Your use of this Web Site, the Services, the Products and the Content is further subject to the following additional terms and conditions (collectively, the "Additional Terms"), which are incorporated in their entirety by reference herein: (a) any currently effective Dealer Agreement between you, or your employer or contractor, and the Company (each, a "Dealer Agreement"); (b) any written authorization, including by fax or email, regarding the use of this Web Site (each, an "Authorization"); and (c) with respect to any particular information, Products, Services or Content (as defined below) available through this Web Site, any additional terms and conditions posted in connection with such information, Products, Services or Content. In the event of a conflict between these Terms and Conditions and the terms and conditions of any Additional Terms with respect to this Web Site, any Content, any Services and the Products, the terms and conditions of the applicable Additional Terms shall control solely with respect to the subject matter thereof.
2. Acknowledgement By accessing and using this Web Site, you acknowledge that you have read, accept, and will be bound by, these Terms and Conditions and any applicable Additional Terms as if you had signed them. If you do not agree to these Terms and Conditions and any applicable Additional Terms without modification or qualification, you must exit this Web Site immediately and discontinue any use of any Services or Content from this Web Site. The Company reserves the right to modify or amend these Terms and Conditions at any time without notice.
3. Access and Authorized Users You may access some areas of this Web Site without registering or entering any user name, password or other access code. You may access certain password restricted portions of this Web Site (the "Members Site") and use the Content, Products and Services, subject to any applicable Additional Terms, only if you are at least eighteen (18) years of age and you have been authorized by the Company pursuant to an Authorization to access this Web Site; provided that your use of this Web Site, Products and Services shall be subject at all times to these Terms and shall be limited to the purpose set forth in the Authorization. You acknowledge and agree that the Company, in its sole discretion, may suspend or discontinue your access to or use of this Web Site or any portion thereof, including, without limitation, the Members Site and any Content and Services, at any time without notice to you and take any other necessary or appropriate actions in case of technical problems, false, misleading, unlawful or inaccurate information or activities.
As a condition of your access to and use of the Members Site, you agree that you will provide true, current, complete and accurate information as requested on any forms, including, without limitation, for registrations, requests, orders and payment. If you are registering, completing any forms or providing any other information on behalf of a business entity or other organization, you represent and warrant that you have the authority to provide the required information and bind the organization to these Terms and Conditions and the applicable Additional Terms. The Company is not and will not be responsible or liable for any errors or delays in responding to any orders, inquiries or other requests caused by any incorrect, outdated or inaccurate information provided by you or any technical problems beyond the Company's control. Further, you represent, warrant and covenant that you: (a) will not provide or transmit any data that you do not have the legal right and/or authority to provide or transmit, (b) will not include any SQL injections, back doors or other malicious code in any data or transmission and (c) will use the Site solely for authorized and legal purposes, consistent with all applicable laws, regulations and the proprietary rights of any third parties.
4. Confidentiality You acknowledge and agree that any login code, access key, identifier or password (each, a "Password"), as well as the Members Site, and any Content, Products or Services accessible via the Members Site, are confidential information of the Company. You must maintain the confidentiality of any Password, the Members Site, and any Content, Products or Services available via the Members Site, and you may not disclose such Password or any information or Content available via the Members Site to any other person or entity or permit any other person or entity, whether or not an Authorized User, to access the Members Site, the Content, the Products or the Services using such Password. You may not use the Members Site or any Content, Products or Services available via the Members Site for any purpose other than for your internal business use as expressly permitted herein.
You acknowledge and agree that you are responsible for any use of your username, user ID, login and/or Password, including any fees incurred. You agree to notify the Company immediately of any unauthorized use of any Password or any other breach of security of which you are aware. You may not use any Password that is not issued directly to you by the Company.
5. Fees The Company charges fees for certain Products and Services. The Company may change its fees from time to time and at any time upon notice to you and reserves the right at any time to begin charging fees for Products and Services previously offered at no charge. Unless otherwise stated, all fees are expressed in U.S. dollars. You are responsible for any fees incurred in connection with the Services, the Products and/or your use of this Web Site, and all applicable charges, expenses, tariffs and taxes. You agree that you will provide valid and accurate credit card information, which you are authorized and legally entitled to use to pay for any other Products or Services.
6. Warranty Disclaimer THIS WEB SITE, THE CONTENT, THE PRODUCTS AND THE SERVICES MAY CONTAIN BUGS, VIRUSES, OTHER MALICIOUS CODE, MALWARE, ERRORS, PROBLEMS OR OTHER LIMITATIONS FOR WHICH THE COMPANY HEREBY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY. THE COMPANY ASSUMES NO LIABILITY AND SHALL NOT BE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS WITH RESPECT TO THE FUNCTIONING OF, OR THE CONTENT AT, THIS WEB SITE, THE CONTENT, THE PRODUCTS OR THE SERVICES AND RESERVES THE RIGHT TO MAKE CHANGES TO THIS WEB SITE, THE CONTENT, THE PRODUCTS AND THE SERVICES AT ANY TIME WITHOUT NOTICE. MOREOVER, THE COMPANY DOES NOT WARRANT THE ACCURACY, CURRENCY, RELIABILITY OR COMPLETENESS OF ANY CONTENT, LINKS, OR OTHER ITEMS CONTAINED AT THIS WEB SITE. ACCORDINGLY, THIS WEBSITE, THE CONTENT, THE PRODUCTS AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED. AS A CONDITION OF YOUR USE OF THIS WEB SITE, YOU WARRANT TO THE COMPANY THAT YOU WILL NOT USE THIS WEB SITE FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THESE TERMS AND CONDITIONS.
THE COMPANY DOES NOT ENDORSE OR RECOMMEND ANY SERVICES OR PRODUCTS OF ANY PARTICULAR MANUFACTURER, DEALER, PARTNER OR SERVICE PROVIDER. THE COMPANY IS NOT AN AGENT OF YOU OR ANY MANUFACTURER, DEALER, PARTNER OR SERVICE PROVIDER, AND DOES NOT GUARANTEE THAT THE SERVICES OR PRODUCTS PROVIDED TO YOU THROUGH THIS WEB SITE ARE THE BEST PRODUCTS, SERVICES, TERMS OR LOWEST RATES AVAILABLE. YOU SHOULD RELY ON YOUR OWN JUDGMENT IN DECIDING WHICH AVAILABLE PRODUCTS AND SERVICES BEST SUIT YOUR NEEDS AND FINANCIAL MEANS. UNLESS OTHERWISE EXPRESSLY STATED IN WRITING BY THE COMPANY, NOTHING CONTAINED ON THIS WEB SITE SHALL CONSTITUTE AN OFFER OR PROMISE OF A SPECIFIC PRODUCT, SERVICE, SAVINGS OR PRICE. NONE OF THE PRODUCTS LISTED ON THIS WEB SITE ARE MANUFACTURED OR PROVIDED BY THE COMPANY. THE COMPANY DOES NOT GUARANTEE ANY PRODUCT PRICES OR AVAILABILITY.
7. Limitation of Liability IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER IN CONNECTION WITH YOUR USE OF OR ACCESS TO THIS WEB SITE, THE PRODUCTS, THE SERVICES, THE CONTENT, THE MARKS OR ANY THIRD PARTY SITES, AND IN PARTICULAR THE COMPANY SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, MULTIPLIED, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF, OR RELATED TO, THIS WEB SITE OR ANY OTHER WEB SITE OF THE COMPANY OR THE CONTENT, PRODUCTS OR SERVICES CONTAINED THEREIN, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Copyright Any and all Content and any reproductions thereof (collectively, "Works") are the copyrighted works of the Company or its licensors, unless otherwise indicated. All rights reserved. Any use of any Works, including reproduction, modification, distribution, or republication, without the prior written permission of the Company is strictly prohibited. Removing or changing any copyright notice on any Works, or any other proprietary notice on any Content, Products or Services, is prohibited.
To notify the Company of claimed copyright infringement in accordance with Section 512 of the Copyright Act, please contact:
Keystone Automotive Operations, Inc.
Chief Financial Officer
44 Tunkhannock Avenue
Exeter, Pennsylvania 18643
(570) 655-8203 fax
9. Trademarks Any trademarks, service marks, logos, trade names, company names and trade dress, whether registered or unregistered (collectively, the "Marks") that appear on this Web Site Marks are proprietary to the Company or their respective owners. You may not display or reproduce the Marks other than with the prior written consent of Company and in compliance with any applicable trademark guidelines, and you may not remove or otherwise modify any trademark notices from any Content received through the Web Site. Without limiting the foregoing, unless otherwise expressly agreed in writing by the Company and/or the Marks' owner, you may not: (a) use the Marks or any similar marks or logos at any time to mislead consumers as to any Company or other sponsorship, affiliation or endorsement of your company, your products or your services, (b) modify or alter the Marks, (c) use the Marks in combination with any another trademarks, service marks, logos, or trade names or (d) use the Marks or any confusingly similar marks in your product, service, domain name or company name.
10. Third Party Internet Web Sites The Company may from time to time provide links and pointers at this Web Site to Internet sites maintained by affiliates of the Company or other third parties ("Third Party Sites") and may from time to time provide third party material on this Web Site. These Third Party Sites and third party materials are provided as a convenience only. The Company has not reviewed, and does not operate or control in any respect, any information, products or services available on Third Party Sites, and the Company is not responsible for any information provided at any Third Party Sites. The Company makes no representations and provides no warranties whatsoever concerning Third Party Sites, and the fact that the Company has provided a link to any Third Party Site on this Web Site does not constitute an endorsement, authorization, sponsorship or affiliation by the Company with respect to such Third Party Site or its owners or providers or any products or services mentioned or offered at the Third Party Site. The Company expressly disclaims any responsibility for the content, the accuracy of the information and/or quality of products or services provided by, advertised on, or sold through, all Third Party Sites. If you decide to access any Third Party Sites, you do so entirely at your own risk and you may be subject to the terms and conditions and privacy policies of such Third Party Sites.
11. Contests, Promotions and Sweepstakes From time to time, the Company may offer, advertise and/or co-sponsor contests, sweepstakes, promotions and games via this Web Site. Each of these programs will be subject to the specific rules posted in connection with such programs, including, without limitation; any rules, regulations or terms and conditions imposed by applicable law and/or any third parties participating in such programs.
12. Rebates and Incentives Content regarding rebates and incentives as they appear on this Web Site is provided to the Company by independent third party manufacturers and data providers and republished for your convenience and informational purposes only. Though the Company uses reasonable efforts to ensure the accuracy of information provided, you may not rely on such information, and such information is not intended to substitute for direct communication between you and the manufacturer or dealer. Any cash incentives or rebates offered to dealers or consumers by the manufacturer are exclusively between you or the consumer and the manufacturer or dealer. The Company does not provide or participate in any such program is not responsible for ensuring the incentive amount or your receipt of such benefits.
13. Feedback Information; Privacy Any ideas or suggestions received from you about how to improve the Web Site or the products or services of the Company or any affiliates of the Company shall be deemed a grant of permission by you for the Company to adopt and use such ideas or suggestions without additional consideration. Any information provided by you to the Company by e-mail or otherwise shall be deemed to have been provided by you and received by the Company on a non-confidential basis. By communicating with the Company, you automatically grant the Company a royalty-free, fully paid up, perpetual, irrevocable, nonexclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication or any information therein alone or as part of other works in any form, media, or technology, whether no known or hereafter developed, and to sublicense such rights to third parties. Thus, the Company shall be free to use such communication or information on an unrestricted basis and may use the information it obtains through this Web Site relating to you, including, without limitation, your IP address, name, mailing address, e-mail address and use of the Web Site.
14. Compliance The Company makes no representations or claims that any information at this Web Site is appropriate or may be downloaded outside the United States of America. Access to this Web Site and to any information at this Web Site may not be legal by certain persons or in certain countries. If you access this Web Site from outside the United States of America, you do so at your own risk of liability under the laws of the United States of America or of your jurisdiction.
15. Indemnification You agree to indemnify, defend and hold the Company and its employees, officers, directors, affiliates, licensors, content and service providers, participating publishers, authors, dealers and suppliers harmless from any liability, loss, claim and expense, including attorney's fees and expenses, related to a violation by you of these Terms and Conditions or your access and use of the Web Site.
16. Disputes This Web Site is controlled and operated by the Company from its corporate headquarters in Exeter, Pennsylvania, USA. Any disputes that may arise concerning this Web Site and the information contained herein shall be governed by the laws of the Commonwealth of Pennsylvania, USA (without regard to conflicts of law principles). All proceedings which may arise out of, or in connection with, this Web Site shall be brought solely in the appropriate state or federal courts in Philadelphia, Pennsylvania, USA.
17. Entire Agreement These Terms and Conditions, together with any applicable Additional Terms, constitute the entire and only agreement between the Company and you and supersede any and all prior or contemporaneous agreements, representations, warranties, and understandings concerning this Web Site.
Keystone Automotive Operations, Inc.
44 Tunkhannock Avenue
Exeter, Pennsylvania 18643
(570) 603-2003 fax
Copyright © 2011 Keystone Automotive Operations, Inc. All Rights Reserved.
18. Miscellaneous If any provision of these Terms and Conditions or any Additional Terms is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the effectiveness or validity of any provision in any other jurisdiction, and these Terms and Conditions or the applicable Additional Terms will be reformed, construed and enforced in such jurisdiction as if such provision had never been contained herein. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms and Conditions, any Additional Terms or use of this Web Site, the Products and/or the Services. The Company's performance of these Terms and Conditions and any Additional Terms is subject to existing laws and legal process, and nothing contained in these Terms and Conditions or any Additional Terms is in derogation of the Company's right to comply with law enforcement requests or requirements relating to your use of this Web Site or information provided to or gathered by the Company with respect to such use. The Section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. The Company may provide notice to you hereunder by posting announcements to this Web Site. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial, arbitration or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.