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PLEASE READ THE FOLLOWING CENTRAL MEDIA HUB SITE USE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES PROVIDED ON THIS SITE. BY CLICKING ON THE "AGREE" BUTTON BELOW, YOU (ON BEHALF OF YOURSELF ("YOU") AND THE COMPANY YOU REPRESENT ("YOUR COMPANY")) AGREE TO BECOME BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "DISAGREE" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES. THE ACCEPTANCE OF TOYOTA MOTOR CORPORATION ("TOYOTA") IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU HAVE ENTERED INTO A PRIOR CENTRAL MEDIA HUB WEB SITE USE AGREEMENT WITH TOYOTA, THEN THIS AGREEMENT WILL AMEND AND RESTATE SUCH PRIOR AGREEMENT IN ITS ENTIRETY.
CENTRAL MEDIA HUB SITE USE AGREEMENT
TOYOTA has established this site ("Central Media Hub") for the purposes of facilitating the sales and purchases or sharing of products and marketing information and sales promotion tools between TOYOTA and TOYOTA's distributors. YOUR right to access the Central Media Hub is subject to the following terms and conditions:
Article 1: Definitions When used in this Agreement, each of the following terms have the meaning set forth below:
(1) "Authorized Users" means the persons appointed by YOUR COMPANY who have entered into their own respective Central Media Hub Site Use Agreement and registered with TOYOTA pursuant to Article 4(1) of this Agreement.
(2) "Distributor Agreement[s]" means the distributor agreement or agreements between YOUR COMPANY and TOYOTA and/or TOYOTA's designated third party ("Designated Party") wherein TOYOTA or Designated Party granted YOUR COMPANY the right to distribute Toyota brand vehicles, parts, and accessories. In case YOUR COMPANY does not have any Distributor Agreement with TOYOTA nor any Designated Party and YOU are granted permission by TOYOTA to access the Central Media Hub at the full understanding of the purpose as written in the recital and subject to the terms in this Agreement, the term 'Distributor Agreement[s]' when used in this Agreement shall be replaced by (and read as if it were a reference to) the certain name(s) of any and all agreement(s) which is executed between YOUR COMPANY and TOYOTA or any Designated Party, including but not limited to, a trader agreement or an agreement for appointing and the operation of a Toyota authorized service station.
(3) "Central Media Hub Information" means all assets, materials or information displayed or made available to YOU through the Central Media Hub network. The Central Media Hub Information includes products and marketing information and sales promotion tools.
(4) "Participating Companies" means TOYOTA's distributors and certain other parties (including YOUR COMPANY) who have been granted the right to access the Central Media Hub by TOYOTA.
(5) "Provider" means a company, including but not limited to TOYOTA and TOYOTA's Distributor, who provides the Central Media Hub Information to YOU through the Central Media Hub.
(6) "Services" has the meaning described in Article 3 of this Agreement.
(7) "YOUR COMPANY's Information" means any information which has been provided by YOUR COMPANY to TOYOTA pursuant to the Distributor Agreement[s] or this Agreement and a part of or all of which will be included in the Central Media Hub Information by TOYOTA pursuant to Article 9 of this Agreement.
Article 2: Grant of Right to Access TOYOTA hereby grants YOU a non-exclusive right to access the Central Media Hub through internet, as may be separately agreed between TOYOTA and YOU, during the term of this Agreement.
Article 3: Services (1) TOYOTA provides YOU with access to the Central Media Hub Information and services which are selected by YOU through the process provided on this site (collectively, the "Services").
(2) YOU hereby acknowledge and agree that the Services available to other Authorized Users may be different from one another depending upon the title, job responsibility and options selected by TOYOTA.
(3) TOYOTA may change, suspend or discontinue some or all of the Services at any time, including the availability of any feature, database, or content. TOYOTA may also impose limits on certain features and Services or restrict YOUR access to parts or all of the Services without notice or liability.
(4) All Central Media Hub Information is protected by copyright. YOU agree to abide by all copyright notices, copyright expiration, authorized media, information and restrictions contained in each Central Media Hub Information or other content accessed through on the Central Media Hub or the Services.
Article 4: Registration; Authorized Users (1) As a condition to using the Services, YOU are required to register YOUR information with TOYOTA to obtain individual ID for access to the Central Media Hub ("User ID"). YOU represent that YOU provided and will continue to provide TOYOTA with accurate, complete and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of YOUR account (and, in such case, shall result in termination of this Agreement pursuant to Article 11 of this Agreement). YOU may not (a) select or use as a User ID a name of another person with the intent to impersonate that person; or, (b) use as a User ID a name subject to any rights of a person other than YOU without appropriate authorization. TOYOTA reserves the right to refuse registration of or cancel a User ID in its discretion without liability.
(2) YOU hereby represent and warrant that YOUR COMPANY has appointed YOU as an Authorized User and acknowledge and agree that the Authorized Users shall be the only persons permitted to access the Central Media Hub on behalf of YOUR COMPANY. YOU agree to cause YOUR COMPANY to take all measures, including but not limited to setting password to access the Central Media Hub and managing the password properly, to prevent unauthorized access to the Central Media Hub by any person other than Authorized Users and to comply with all confidentiality obligations under this Agreement.
(3) In case YOUR COMPANY wishes to cancel any Authorized User(s), YOUR COMPANY shall obtain TOYOTA's prior consent by submitting to TOYOTA with the User ID of the Authorized User(s) to be canceled with the reasons for the cancel.
(4) In case YOU violate any terms of this Agreement (including, without limitation, any of YOUR confidentiality obligations), TOYOTA shall have the right to cancel YOUR User ID.
(5) In case YOU do not access the Central Media Hub for a period which is deemed too long in TOYOTA's sole and reasonable discretion, TOYOTA may immediately cancel YOUR User ID. If YOU wish to re-activate YOUR User ID canceled, YOU shall take re-activate process by YOURSELF with necessary information separately designated by TOYOTA.
(6) In case that TOYOTA receives an error message from YOUR registered email address in reply to an email notice sent by TOYOTA, then TOYOTA may immediately terminate this Agreement and all the rights granted to YOU under this Agreement shall automatically be revoked as further described in Article 11(5) of this Agreement.
Article 5: Fees and Taxes (1) YOU and YOUR COMPANY may use (a) the products and marketing information without charge because the Provider, including TOYOTA, provides them for YOU as a responsibility of a manufacturer and (b) the sales promotion tools with any charge under the beneficiary liability policy.
(2) YOUR COMPANY shall pay the fees charged pursuant to Paragraph (1) above to TOYOTA under the conditions separately agreed between TOYOTA and YOUR COMPANY.
(3) YOUR COMPANY may deduct from the fees charged pursuant to Paragraph (1) of this Article any taxes which YOUR COMPANY is required under the law of YOUR COMPANY's country to pay for the account of the Provider, provided that YOU shall pay such taxes on behalf of and in the name of the Provider and furnish that Provider, through TOYOTA, with proper certificates for the same from the authorities concerned, to enable the Provider to obtain credit therefor against its taxes in the Provider's country. Handling fees or any other expenses incurred in remitting the amount of fees shall be for the account of YOUR COMPANY and shall not be deducted from that amount.
Article 6: Use of the Central Media Hub Information; Restrictions (1) YOU may use any Central Media Hub Information for any purpose to improve YOUR COMPANY's sales operations of Toyota brand products and/or Lexus brand products subject to the conditions particularly set forth in each Central Media Hub Information. Use for any other purpose requires TOYOTA's prior written consent.
(2) YOU may copy, modify or process the Central Media Hub Information with YOUR full responsibility subject to the conditions particularly set forth in each Central Media Hub Information.
(3) YOU are responsible for YOUR activity in connection with the Services and accessing the Central Media Hub network. Any fraudulent, abusive, or otherwise illegal activities are particular grounds for termination of this Agreement and of YOUR right to use the Services and/or access the Central Media Hub.
(4) Use of the Central Media Hub or the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, or engage in any kind of legal activity are expressly prohibited.
(5) YOU agree not to run any form of auto-responder, or "spam" on the Central Media Hub network, or any processes that run or are activated while YOU are not logged in.
(6) YOU shall report any bug(s) or problem(s) that are found when YOU use the Central Media Hub to the Central Media Hub Webmaster (firstname.lastname@example.org) promptly.
(7) YOU shall use a computer with appropriate security measures that is authorized by YOUR COMPANY when YOU access to the Central Media Hub.
Article 7: Ownership of Copyrights and Other Rights YOU acknowledge that the copyrights and all other proprietary rights in and to the Central Media Hub and the Central Media Hub Information, including but not limited to the texts, graphics, data, scripts, codes and application software contained in the Central Media Hub and the Central Media Hub Information, belong to the Provider.
Article 8: Indemnification and Disclaimer of Liability (1) YOU understand that the Central Media Hub Information might include (a) technical information, trade secret or other information belonging to the Provider or other third party that are protected by laws related to intellectual property rights and/or unfair competition law and (b) personal information of a third party that is protected by laws related to privacy, rights of publicity, libel and/or defamation. Accordingly, when YOU use any Central Media Hub Information, YOU shall take all necessary precautions not to infringe upon any right of a third party by, for example, obtaining, through TOYOTA, prior consent from the Provider.
(2) TOYOTA has no special relationship with or fiduciary duty to YOU. YOU acknowledge that TOYOTA has no control over (a) what content YOU (or any other Authorized Users) access via the Central Media Hub network, (b) what effect the Central Media Hub Information might have on YOU, (c) how YOU might interpret or use the Central Media Hub Information or (d) what actions YOU might take as a result of having been exposed to the Central Media Hub Information.
(3) YOU HEREBY RELEASE TOYOTA AND THE PROVIDER FROM ALL LIABILITY FOR THE CENTRAL MEDIA HUB INFORMATION YOU OBTAINED THROUGH THE CENTRAL MEDIA HUB NETWORK. UNLESS EXPRESSLY AGREED IN WRITING, TOYOTA AND THE PROVIDER MAKE NO REPRESENTATIONS CONCERNING AND ARE NOT RESPONSIBLE FOR:
(A) THE CENTRAL MEDIA HUB, THE CENTRAL MEDIA HUB INFORMATION, THE SERVICES OR ANY OTHER CONTENT CONTAINED IN OR ACCESSED THROUGH THE CENTRAL MEDIA HUB NETWORK,
(B) THE SUITABILITY OF THEM FOR ANY PURPOSE,
(C) FUNCTIONALITY, MAINTENANCE, USE AND/OR OPERATION OF THE CENTRAL MEDIA HUB,
(D) THE ACURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF THE CENTRAL MEDIA HUB INFORMATION, AND
(E) THE SAFETY OF THE CENTRAL MEDIA HUB NETWORK OR THE CENTRAL MEDIA HUB INFORMATION AGAINST DISRUPTION OR SUSPENSION OF ITS FUNCTION, ERROR OR INFILTRATION OF COMPUTER VIRUS OR ANY OTHER TROUBLE OF SIMILAR OR DISSIMILAR NATURE THAT MAY ARISE FROM THE USE OF THE CENTRAL MEDIA HUB NETWORK.
(4) ANY SERVICES, INFORMATION AND SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
(5) IN NO EVENT TOYOTA AND THE PROVIDER ARE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR ANY OTHER DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE CENTRAL MEDIA HUB, THE USE OR PERFORMANCE OF THE CENTRAL MEDIA HUB NETWORK, THE SERVICES, THE CENTRAL MEDIA HUB INFORMATION AND/OR YOUR BREACH OF ANY TERMS AND CONDITIONS OF THIS AGREEMENT.
Article 9: Use of YOUR and YOUR COMPANY's Information (1) YOU hereby confirm that YOU shall provide TOYOTA with the YOUR COMPANY's Information. YOU agree that TOYOTA may, in its sole discretion, include all or a part of YOUR COMPANY's Information into the Central Media Hub and copy, modify and/or process it. TOYOTA also may make YOUR COMPANY's Information (with or without such copy, modification and/or processing) available to the other Participating Companies through the Central Media Hub network as the Central Media Hub Information under the same terms and conditions as those provided in this Agreement, without making any payment of consideration therefore to YOU or YOUR COMPANY.
(2) YOU represent that YOUR COMPANY's Information does not include any information that violates the laws related to intellectual property rights, unfair competition, privacy, rights of publicity, libel and/or defamation.
(3) By providing any personal information to TOYOTA, YOU consent to the collection and use of the personal information in accordance with the purposes described in TOYOTA's privacy statement [See Supplementary Notes below].
Article 10: Confidentiality (1) YOU shall not disclose to any third party other than the Authorized Users, without a prior written approval of TOYOTA or the Participating Company which has offered the particular Central Media Hub Information ("Disclosing Company"), (a) the Central Media Hub Information identified as confidential with or without any modification and/or processing thereof, (b) User ID and (c) any other information provided by the Disclosing Party to YOU for accessing the Central Media Hub ("Confidential Information").
(2) YOU shall not use the Confidential Information for any purpose other than the purpose of this Agreement or beyond the extent specifically permitted in writing by the Disclosing Party.
(3) YOU recognize that a breach of this Article 10 of this Agreement would irreparably harm the Disclosing Party and that the Disclosing Party is entitled to seek a court order (including, without limitations, injunctions) in any court of competent jurisdiction with respect to any such breach or potential breach in addition to any other remedies.
Article 11: Term and Termination (1) This Agreement shall become effective upon YOUR acceptance by clicking on the "AGREE" button below and shall continue for an indefinite period unless terminated in accordance with the provisions of this Article.
(2) This Agreement shall automatically terminate upon termination of the Distributor Agreement[s] for any reason.
(3) TOYOTA may terminate this Agreement:
(i) immediately upon TOYOTA's written notice to YOU in case that YOU breach the provisions of Articles 4(1), 6 or 10 of this Agreement,
(ii) by serving a written notice to YOU in case YOU breach any other provisions of this Agreement and do not rectify the breach within thirty (30) days from the date on which TOYOTA sends YOU a written notice complaining of that breach, or
(iii) immediately upon TOYOTA's written notice to YOU in case as provided in Article 4(4) of this Agreement.
(4) YOU may terminate this Agreement forthwith by serving a written notice to TOYOTA in case TOYOTA breaches any provisions of this Agreement and does not rectify the breach within thirty (30) days from the date on which YOU send to TOYOTA a written notice complaining of that breach.
(5) Upon termination of this Agreement for any reason, the rights granted to YOU under this Agreement, including YOUR registration and rights to access and use Central Media Hub and any Services, shall automatically be revoked and YOU shall immediately cease and desist from accessing the Central Media Hub and using any Central Media Hub Information that has been available to YOU prior to the termination. Except in case this Agreement is terminated by YOU in accordance with Paragraph (4) above, TOYOTA and the Participating Companies shall have the right to continue to use the YOUR COMPANY's Information which has been included into the Central Media Hub prior to the termination.
(6) Termination of this Agreement for any reason shall not affect survival of YOUR obligations provided in Articles 7, 8, 9, 10, 11 and 14 of this Agreement.
Article 12: Amendment; Prior Agreement(s) (1) TOYOTA reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the internet, or by sending YOU a notice via email or a postal mail. YOU shall be responsible for reviewing and becoming familiar with any such modifications. YOUR use of the Services following such notification constitutes YOUR acceptance of the terms and conditions of this Agreement as modified.
(2) This Agreement constitutes amendment and restatement to all former Secrecy Contract for Central Media Hub and MARKETING PORTAL SITE USE AGREEMENT entered into by and between TOYOTA and YOU ("Prior Agreements"), whether by way of execution of a written agreement or otherwise, and any and all terms and conditions contained in the Prior Agreements shall be superseded to the extent restated, added, deleted, modified or otherwise changed by this Agreement.
Article 13: Force Majeure Neither party hereto shall be responsible to the other party for non-performance, delay or deficiency in the performance of its respective obligations as a result of strikes, wars, riots, natural calamities, disruption of communication, prohibition by law or any other causes beyond its reasonable control. If there occurs any such event of force majeure, the party concerned shall inform the other party hereto of the occurrence and details of such event as soon as practicable, and after cessation of such event, the parties hereto shall immediately confer and settle matters regarding the performance of this Agreement.
Article 14: Miscellaneous (1) The failure of either party to exercise in any respect right provided for in this Agreement shall not be deemed a waiver of any further rights under this Agreement.
(2) TOYOTA shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond TOYOTA's reasonable control.
(3) If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
(4) This Agreement is not assignable, transferable or sublicensable by YOU except with TOYOTA's prior written consent. YOU hereby acknowledge and agree that TOYOTA may assign this Agreement wholly or partially to any other TOYOTA group company without the need to obtain any further consent from YOU or YOUR COMPANY.
(1) to provide the Services to YOU under this Agreement,
(2) to improve the Central Media Hub or the Services,
(3) to comply with any provisions in any applicable laws and regulations or follow any governmental notification and/or guidelines, etc., and
The Site is owned or licensed and operated by Toyota Motor Sales, USA, Inc. ("Toyota, "TMS," "us," "we," or "our"), with a business address at 19001 South Western Avenue, Torrance California 90501. Your access to and use of the Site is subject to this Agreement and all applicable laws.
Description of the Site. This Site contains information and images confidential and proprietary to Toyota Motor Sales, U.S.A., Inc. and certain affiliates and/or entities as designated by TMS are collectively referred herein as "Toyota." Such information and images may include, but are not limited to, Toyota National marketing information, Toyota Dealer Association support materials, product information and advertising elements.
Access to the Site. You understand that only the employees of TMS, authorized Toyota dealerships, authorized Dealer Association agencies, authorized associated Toyota vendors and such other persons as TMS may designate in their sole discretion from time to time ("Authorized Users") are authorized to access and/or use the Confidential Information contained in this Site. Accessing, using, copying, distributing, disseminating and changing any information on this Site is subject to Toyota policies, restrictions and procedures, including the policies set forth below. You understand that any violation of these terms could result in disciplinary, legal or other action against you. This Agreement supplements rather than supersedes the terms of any confidentiality agreement(s) you may have with Toyota and/or your employer. If you have accessed this private Site without authorization, then you are unlawfully and wrongfully doing so and should cease access and use immediately.
Confidentiality of the Site. All of the information contained in and/or accessed through this Site (collectively, "Confidential Information") is confidential and proprietary to Toyota. You have been given access to the Confidential Information based upon your representation that you have a business need for such access and that you will only use such Confidential Information for authorized Toyota business purposes, as identified by TMS from time to time, and including, but not limited to, the creation of communication plans, presentations, reporting and analysis, advertising campaigns and on-going vehicle sales and service efforts.
You understand that the Confidential Information accessible by you is not accessible by, nor should it be disclosed to, any other persons except as specifically authorized by Toyota. You will not allow any unauthorized person access to this Site or the Confidential Information under your email address and/or security password.
If disclosure of any of the Confidential Information is requested pursuant to any subpoena or as part of any legal proceeding, deposition or cause of action, you will assert the privilege applicable to confidential business and proprietary information and will refuse to respond (to the fullest extent allowed by law). You will promptly advise your employer and Toyota in writing of any such request for disclosure.
Restrictions on Use of this Site and its Content. You understand that you may download content from the Site and when you download any content from this Site, you understand that it is owned by Toyota, its affiliate and/or licensors, as applicable, and protected by intellectual property laws. Toyota hereby grants, and you hereby accept, a limited, non-exclusive, non-transferable, revocable right and license to download and use the object code version of the Download(s) on your own computer that is compatible solely to support ongoing sales efforts. You understand that it is your responsibility to ensure that your use of the Confidential Information must be in compliance with all applicable federal, state and local laws, including without limitation, laws governing price advertising. None of the images or other Confidential Information contained on this Site may be modified without the prior written consent of Toyota, and all advertising generated from the Confidential Information contained on this Site must include all necessary disclaimers.
Copyright/Trademark Ownership. Copyright and intellectual property laws protect information provided on and/or that support this Site. All rights are reserved. All Toyota marks, logos and designs are registered trademarks of Toyota Motor Corporation of Japan and may only be used, downloaded, copied or distributed in accordance with these terms and conditions and the guidelines contained on this Site.
Changes to this Agreement. You understand that Toyota reserves the right at any time and from time to time to modify, suspend, discontinue or permanently cancel the Site's operation, its content, or portions thereof, or restrict your access to the Site, with or without notice to you.
Disclaimer of Warranties. You understand and agree that your use of the Site is solely at your own risk and that you will be solely responsible for any damage to your mobile device or computer or any other equipment or loss of data that may result from your use of this Site. You understand and agree that Toyota shall not be liable for any interruption of access to the contents of the Site or any other aspect of this Site. Any decision or action taken by you on the basis of information or content provided on this Site is at your sole discretion and risk. You understand and agree that Toyota is not responsible or liable for any such decision, or for the usefulness, or availability of any content displayed, transmitted, or otherwise made available on this Site.
You hereby release, discharge, indemnify and hold harmless each of the Toyota Parties from and against any claims, damages, expenses and liability arising from or related to any injuries, damages or losses to any person (including death) or property of any kind resulting in whole or part, directly or indirectly, from your use of this Site.
Indemnity and Hold Harmless. You agree to defend, indemnify and hold harmless Toyota and its parent, subsidiaries and affiliates, their respective distributors, dealers, dealer associations and advertising and promotions agencies, together with their respective employees, agents, directors, officers and shareholders (collectively, "Toyota Parties"), from and against all the liabilities, claims, damages and expenses (including reasonable attorneys' fees and costs) arising out of your use of this Site, your breach or alleged breach of this Agreement, or your breach or alleged violation of the patent, copyright, trademark, proprietary or other rights of third parties.
(a) Notices and Announcements: Except as expressly provided otherwise herein, all notices to Toyota shall be in writing and delivered via overnight courier or certified mail, return receipt requested to:
TDA Ad Planner Administrator
Mailstop HQ 21
Toyota Motor Sales USA, Inc.
19001 S. Western Ave.
Torrance, CA 90501
(c) Entire Agreement: This Agreement constitutes the entire, complete and exclusive agreement between you and us regarding this Site and supersedes all prior agreements and understandings with respect to the subject matter of this Agreement, except as provided in this Agreement.
(d) Waiver: The remedies of Toyota set forth in this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. Any failure by us, at any time or from time to time, to enforce any of our rights under this Agreement shall not constitute a waiver of such right.
I have read the DAM and Ad Planner Website Use Agreement and agree to be bound by its terms and conditions. By clicking "Agree", I represent that I have read and understand that: