Aftermarket Catalog Enhanced Standard

Terms of Subscriber Agreement

Subscriber will have access to the Vehicle Configuration Database (VCDB), Qualifier Database (QDB), Parts Categorization Database (PCDB), and the Make/Model Table on the World Wide Web at www.enhancedstandard.com for viewing and downloading.

Subscriber agrees to use the Auto Care Association Vehicle Configuration Database (VCDB), Qualifier Database (QDB), Parts Categorization Database (PCDB), and the Make/Model Table for internal purposes only and will not release or provide the tables in any format, printed or electronic, to other divisions of the company or to outside companies. Subscriber hereby acknowledges that the Vehicle Configuration Database (VCDB), Qualifier Database (QDB), Parts Categorization Database (PCDB), and the Make/Model Table are protected by U.S. and international copyright law.

Subscribers are free to incorporate the Auto Care Association supporting tables in a software product or Internet application provided acknowledgement of the Auto Care Association copyright and reasonable precautions are taken to protect the tables from unauthorized redistribution from the application.

All due effort is made to maintain the accuracy and integrity of the standard tables for electronic cataloging. However, the Subscriber assumes all risk in using the standards for its own applications. Subscriber hereby holds Auto Care Association, its board of directors, committee members and full-time staff harmless for any action resulting from the use of the Auto Care Association Vehicle Configuration Database (VCDB), Qualifier Database (QDB), Parts Categorization Database (PCDB), and the Make/Model Table.


TERMS OF USE FOR ACES ONLINE INTERFACE WEBSITE

(www.EnhancedStandard.com)

  1. National Auto Research Division, Hearst Business Media Corporation, a Delaware corporation, with offices located at 2620 Barrett Road, Gainesville, Georgia 30507 (hereinafter “Licensor”) and Automotive Aftermarket Industry Association, an Illinois corporation with offices located at 7101 Wisconsin Avenue, Suite 1300, Bethesda, Maryland 20814 (hereinafter “Licensee”) have entered into a data licensing end user agreement;
  2. Licensor maintains and publishes a proprietary database consisting of automotive vehicle images and data (the “Data”);
  3. Licensee and Licensor have entered into a data licensing end user arrangement pursuant to which Licensee shall access Licensor’s Data via MOTOR (the “Provider”);
  4. Licensee has developed and currently maintains, manages, owns and controls a series of pages on the category of communication over the international network of interconnected computers (the “Internet”) using hypertext markup language, commonly known as the “World Wide Web”, limited to the pages at the URL www.EnhancedStandard.com, ACES Online Interface (the “Website”), which the Website will be a series of pages where the Data will be viewed;
  5. Licensee has licensed from Licensor, and Licensor has licensed to Licensee the Data for use in Licensee’s Website, pursuant to the terms and conditions set forth in a data licensing end user agreement; and
  6. Licensee desires to grant access to the Data to subscribers and members of Licensee (“Customers”) on the terms and conditions set forth in this Agreement and provided Customer pays Licensee all subscription fees or other charges due from time to time.

NOW THEREFORE, for and in consideration of the use of the Website and access to the Data, Customer hereby agrees to the following terms and conditions:

  1. The Data will be accessed by Customer, not by the general public and shall be secured by login and password protection. Such access shall be solely for the purpose described herein. Customer may only access the Data within the ACES Online Interface solely on a secured log-in, password protected basis, via the Website, identifying and restricting Customer’s access to the Data. Customer shall not redistribute the username/password information assigned to Customer to a third party or redistribute the Data in any manner or form whatsoever. The Data will not directly or indirectly be made available to the general public. Notwithstanding anything herein to the contrary, Customer may not download or display any Data from the Database in whole or in part on a portable, handheld device, including but not limited to Pocket PC’s, Palms, BlackBerry or similar devices. The Data may only be used for the purpose and in the manner described herein.
  2. Customer accessing the Data shall not, and shall not allow others to directly or indirectly
    1. disassemble, decompile, reverse engineer or otherwise modify or alter the Data;
    2. copy or reproduce in any form or medium all or any part of the Data;
    3. create any derivative work from, or adaptation of the Data;
    4. assign, transfer, market, lease, license, sell, or otherwise publish, communicate, distribute or display to third parties in any form or medium all or any part of the Data;
    5. create or provide any valuation guides or services based in whole or in part on the Data, alone or in combination with any other data;
    6. download the Data to PCs or any other computer or electronic device, store the Data in a retrieval system;
    7. establish a network for use of the Data or provide database services to any third party;
    8. transmit, in any form, or by any means, electronic, mechanical, photocopying, recording, or otherwise, in whole or in part, the Data and documentation;
    9. distribute or reproduce the Data and documentation, in whole or in part, to on-line services, on other categories of communication over the Internet other than the World Wide Web, or to other electronic distribution systems, including without limitation, others engaged in the publication, reproduction and distribution of information, or provide any Internet, service bureau, outsourcing or third-party services, or
    10. link to or otherwise create links to the Data.
  3. It is agreed that Licensor reserves all rights to the Data, directly or indirectly, to publish, reproduce, distribute, license and sell the Data in whole or in part, and any and all conversions or translations thereof into any and all languages (including, but not limited to, English) anywhere in the world including in electronic form and on the World Wide Web.
  4. Customer acknowledges that the Data and documentation are confidential, proprietary material (“Confidential Information”) owned and copyrighted by Licensor. Customer agrees that Licensor shall retain exclusive ownership of the Data and documentation, including all literary property rights, copyrights, trademarks, trade secrets, trade names or service marks, including goodwill, not withstanding the incorporation of the Data within the Website and any derivative work thereof, even though such derivative work does not resemble the Black Book® format and including any other intellectual property rights embodied in or associated with the underlying Data provided to Customer. Customer agrees to take all reasonable best efforts necessary, precautions and security steps to restrict access to the Data and documentation only to designated employees, agents and representatives whose duties require knowledge of such and to prevent all employees, agents, representatives and others from disclosing any Confidential Information. Customer will also take such other steps as are necessary to protect Licensor’s copyright, trademark and other intellectual property rights in the Data as are reasonably required by Licensor from time to time. Should programming, integration or formatting of the Data involve a third party, said third party shall be required to execute a standard Confidentiality and Non-Disclosure Agreement with Licensor.
  5. Licensor shall have the right to make changes to the Data at any time.
  6. THE DATA ARE PROVIDED “AS IS” AND LICENSOR, LICENSEE AND PROVIDER MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF THE DATA, THAT THE DATA IS FREE FROM ERRORS AND OMISSIONS, THE MERCHANTABILITY AND FITNESS OF THE DATA FOR A PARTICULAR PURPOSE OR USE, NOR, THE COMPATIBILITY OF THE DATA WITH CUSTOMER’S PROGRAM, HARDWARE, WEBSITE, SOFTWARE OR SYSTEM.
  7. Customer’s sole and exclusive remedy for any damage or loss in any way connected with this Agreement, the ACES Online Interface Website and the Data furnished hereunder, whether by breach of warranty, negligence, or any breach of any other duty, shall be, at Licensee’s option, replacement of the Data or return or credit of an appropriate portion of any payment made by Customer with respect to such Data, if any, not to exceed $50.00. Under no circumstances shall Licensor, Licensee or the Provider be liable to Customer or any other person for any indirect, punitive, special or consequential damages of any kind, including without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction or any and all other commercial damages or losses.
  8. Within ten (10) business days after expiration or notice of termination of this license to Customer, Customer shall return, postage, prepaid, all copies of the Data to Licensee or certify in writing destruction of the same. Continued use of the Data or any information contained therein, or supplied hereunder, after termination or expiration of this Agreement is expressly prohibited.
  9. Licensee may terminate this Agreement at any time if Customer or Customer’s employees, agents, representatives or any other party under the control of Customer or within the common control of Customer fails to pay any subscription fee when due or to comply with the terms and conditions of this Agreement, by written notice of default. Customer agrees if such default is not cured or rectified within ten (10) days after receipt of notice, Licensee shall be entitled to immediately terminate this Agreement, discontinue Customer’s access to the ACES Online Interface Website and the Data, and pursue all remedies provided in this Agreement and by law. The waiver or failure of Licensee to exercise in any respect any right provided for in this Agreement or by law shall not be deemed a waiver of any future rights.
  10. No partnership, joint venture, distributorship or other business organization or relationship of any kind is established or intended to be established other than provided herein, by this Agreement. Licensee and Customer agree that each is independent of the other and neither shall represent to any third party that it is the agent or representative of the other.
  11. This Agreement is the complete and exclusive statement of the understanding between the parties, with respect to the subject matter, superseding all prior agreements, representations, statements and proposals, oral or written. Neither party may assign this Agreement by operation of law or otherwise without the prior written consent of the other party and any purported assignment in violation hereof shall be null and void; provided, however, that Licensee may assign this Agreement to an affiliate of Licensee without the consent of Customer.
  12. All modifications and amendments to this Agreement shall be in writing, signed by both parties.
  13. Notices hereunder shall be delivered by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above and shall be deemed delivered upon delivery receipt confirmation.
  14. Each party hereto warrants that it is authorized to enter into this Agreement, that the person signing on its behalf is duly authorized to execute this Agreement, and that no other signatures are necessary.
  15. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and the parties hereby consent and submit to the jurisdiction and venue of the State and Federal Courts located in the State of Illinois.