Terms and Conditions

 

PRECISION TUNE AUTO CARE INTRANET (“MYPTZONE”)
 
Precision Franchising LLC (PFL), an affiliate of Precision Tune Auto Care, Inc. has developed a password protected secure intranet that allows PFL’s franchisees, approved vendors and authorized PFL employees to view and print portions of PFL’s confidential and proprietary manuals, news articles and forms, and to participate in discussion forums. PFL calls this site MYPTZONE, located at www.MyPTZone.com.
 
The following are the terms and conditions of use of MYPTZONE. Please read them carefully. By logging onto MYPTZONE the first time and each subsequent log-on, you confirm that you are eligible to access MYPTZONE and you agree to observe and be bound by all these Terms of Use, as may be amended from time to time.
 
Section 1: Introduction
 
MYPTZONE will continually evolve and PFL may change, supplement or delete any of its functions, therefore, PFL  reserves the right to modify these Terms of Use.
 
MYPTZONE is owned and operated by PFL. Questions concerning MYPTZONE or its operation should be directed to PFL’s system administrator at ptacweb@precisionac.com.
 
PFL provides MYPTZONE "AS-IS" and "AS AVAILABLE". PFL assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any of your communications or settings.
 
To use MYPTZONE, you must be able to access the World Wide Web, and you must pay any Internet access fees associated with your access. You must also provide all equipment necessary to connect to the World Wide Web, including a computer and modem or other access device.
 
Section 2: Passwords and Security
 
You will receive your Username and password from the system administrator for MYPTZONE. Because anyone who uses your Username and password gains access to PFL’s confidential and proprietary information, such as the Policy & Procedures Manual, you must take care to maintain the confidentiality of your password and Username.
 
Your username and password are unique to you. Neither you nor your employees may use another person’s username and password to access MYPTZONE or allow another person to use their username or password.
 
You are responsible for maintaining the confidentiality of your username and password, and you are responsible for all activities that occur under your username and password. If you are a PFL franchisee, you are also responsible for the manner in which your employees make of their usernames and passwords.
 
You agree (a) to notify the system administrator immediately of any unauthorized use of your username or password, or any other breach of security that comes to your attention, and (b) to log out of your MYPTZONE account at the end of each session.  PFL is not liable for any loss or damage arising from your failure to comply with the requirements stated in this Section 2.
 
Section 3: Privacy and Data Collection
 
PFL will record your username and password when PFL issues them to you. PFL records each instance that your username and password are used to access MYPTZONE. PFL may also record the time and duration of each of your MYPTZONE sessions. PFL may also record when and the number of instances that you access certain information, such as changes made to Sales Analysis Module. PFL will not make public any information you provide about your customer base, customer profile and other demographic information to its advertisers and vendors unless you make such a request. However, your first and last name will be transmitted with each message you send under your username. In addition, PFL will not provide your email address to any entity that is not PFL’s parent corporation or  a PFL subsidiary or a person that works therefore. However, your email address and other personal information as provided on the PFL Intranet will be available for other users of the PFL Intranet.
 
Section 4: Confidentiality of Certain Information
 
You hereby acknowledge that PFL is the sole owner of all proprietary rights in and to MYPTZONE and each and every part thereof and all material and information now or hereafter revealed to you under the Precision Tune Auto Care Franchise Agreement(s) entered into between you and PFL (collectively, the "Franchise Agreement") relating to MYPTZONE. You acknowledge that the products, methods of doing business, and other elements of MYPTZONE, which may or may not be disclosed on MYPTZONE, are unique and distinctive and have been developed by PFL at great effort, time and expense. You further acknowledge that MYPTZONE, in its entirety, constitutes trade secrets of PFL, which are revealed to you on MYPTZONE in confidence, solely for the purpose of enabling you to establish and operate your PFL center(s) in accordance with the terms of the Franchise Agreement. Such trade secrets include, but are not limited to: product catalogs, price lists, training manuals, policy manuals, sales promotion aids, business forms, accounting procedures, marketing reports, informational bulletins, and inventory systems. You agree that you (a) will not reveal any of such trade secrets to any other person, firm, or entity, and (b) will not use any of such trade secrets in connection with any business or venture in which you have a direct or indirect interest, whether as a proprietor, partner, joint venture, shareholder, officer, director, or in any other capacity whatever, other than in connection with the operation of your Precision Tune Auto Care center(s).
 
Section 5: Conduct and Content
 
As a condition of your continuing use of MYPTZONE, you promise that you will not use MYPTZONE for any purpose that is unlawful or prohibited by these Terms of Use. PFL provides MYPTZONE to franchisees and their employees and its approved vendors only for exchanges of information and other uses directly related to the PFL System. You may use MYPTZONE only for purposes related to the operation of your PFL center and not for personal or unrelated business use. Any unauthorized use of MYPTZONE is expressly prohibited, and PFL reserves the right to delete inappropriate material and to suspend the account of any person who uses MYPTZONE for an unauthorized purpose.
 
You should understand that all messages, data, text, photographs, graphics, video and other materials or information transmitted via MYPTZONE (except information that PFL posts), whether posted for general viewing or transmitted privately ("User Content"), are the sole responsibility of the person from which an item of User Content originated. If you upload, post, send a message or otherwise transmit any User Content, you are responsible for its compliance with these Terms of Use. Although PFL has the right to, PFL does not screen, edit or control User Content. PFL does not accept responsibility for the truthfulness, accuracy or suitability of User Content. Under no circumstances will PFL be liable in any way for any User Content, including errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, sent in a message or otherwise transmitted via MYPTZONE.
 
You agree not to use MYPTZONE to:
 
1. upload, post, send in a message or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise offensive;
 
2. impersonate any person or entity;
 
3. disguise the authorship or origin of any User Content you transmit;
 
4. upload, post, send in a message or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary information and confidential information);
 
5. upload, post, send in a message or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person;
 
6. upload, post, send in a message or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," or any other form of solicitation;
 
7. upload, post, send in a message or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
 
8. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than normal, or otherwise act in a manner that negatively affects other users’ ability to engage in orderly exchanges;
 
9. interfere with or disrupt servers or networks connected to MYPTZONE;
 
10. "stalk" or otherwise harass another; or
 
11. collect, store or share personal data about other users.
 
PFL reserves the right, in its sole discretion, to block or remove any objectionable User Content that you transmit available via MYPTZONE. Without limiting the breadth of PFL’s right, you are advised that PFL has the right to remove any User Content that violates these Terms of Use, the Franchise Agreement or is otherwise objectionable (in PFL’s sole determination).
 
PFL stores and preserves User Content in accordance with established policy and may disclose it if required by law or in the good faith belief that such disclosure is reasonably necessary (a) to comply with legal process, (b) to enforce these Terms of Use, (c) to respond to claims that any User Content violates the rights of third-parties, or (d) to protect the rights, property and personal safety of PFL and its employees, and its franchisees.
 
PFL may transmit and store your User Content over various networks, computer servers and other technological means, and we may modify your User Content to conform and adapt it to technical requirements of connecting networks or devices.
 
PFL will immediately suspend or terminate the rights of any User ID that we believe, in our sole discretion, is being used to disseminate spam or other unsolicited bulk messages. In addition, because damages are difficult to quantify, you agree to immediately pay PFL liquidated damages of US$5.00 for each piece of spam or unsolicited bulk messages transmitted under or otherwise associated with your User ID.
 
PFL has the right, in its sole discretion, to discontinue sending hard copies of any material, notices, etc. provided or made available to you on MYPTZONE.
 
Section 6: Ownership of User Content
 
Any User Content that you transmit via MYPTZONE shall be the property of PFL, and PFL may reproduce, distribute, transmit, publish, sell or otherwise commercially exploit any such User Content in any manner or through any medium of PFL’s choosing.
 
Section 7: Indemnity
 
You indemnify and agree to defend and hold PFL, and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party with respect to or arising out of User Content that you submit, post to or transmit through MYPTZONE, your violation of these Terms of Use, or your violation of any rights of another. You agree not to settle any such claim or incur any liability or admission of guilt on PFL’s behalf without PFL’s consent. PFL reserves the right, at its expense, to assume the defense and control of any matter subject to indemnification by you.
 
Section 8: Use and Storage
 
PFL may establish general practices and limits concerning use of MYPTZONE, including the maximum number of days that any forum postings or other uploaded User Content will be retained on MYPTZONE. PFL disclaims any responsibility or liability for the deletion or failure to store any messages and other communications or other User Content maintained or transmitted by MYPTZONE. PFL has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
 
MYPTZONE and the information contained or referred to herein does not constitute an offer or a solicitation of any offer for the purchase or sale of any securities or franchises.
 
MYPTZONE may contain information and press releases about and by PFL. While information prepared by PFL was accurate as of the date so prepared, PFL disclaims any duty or obligation to update such information or to verify the accuracy of information prepared by others. Information posted on MYPTZONE may contain forward-looking statements within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934. These statements are based on PFL’s current expectations, estimates and projections. Statements that are not historical facts are forward-looking statements and typically are identified by words like “believe,” “anticipate,” “could,” “estimate,” “expect,” “intend,” “plan,” “project,” “will” and similar terms. These statements are not guarantees of future performance, events or results and involve potential risks and uncertainties. Accordingly, actual results may differ from current expectations, estimates and projections. PFL undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
 
Section 9: Modifications to MYPTZONE Intranet
 
PFL reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, MYPTZONE (or any of its features), with or without notice. You agree that PFL shall not be liable to you or to any third party for any modification, suspension or discontinuance of MYPTZONE.
 
Section 10: Termination
 
PFL may suspend your password, your user account or other use of MYPTZONE, and remove and discard any of your User Content if you violate these Terms of Use. Any violation or breach of these Terms of Use by you or your employees will be deemed a breach of the Franchise Agreement. If you repeatedly breach these Terms of Use, PFL may terminate your password, user account or other use of MYPTZONE and thereafter supply you paper copies of bulletins and other materials that we may provide you in connection with your Franchise Agreement. PFL will terminate your password, user account and other use of MYPTZONE when you are no longer a Precision Tune Auto Care franchisee. PFL shall not be liable to you or any third-party for any termination or suspension of your access to MYPTZONE.
 
Section 11: Links and Advertising
 
MYPTZONE may provide, or third parties (i.e., other Precision Tune Auto Care franchisees) may provide, links to other World Wide Web sites or resources. PFL is not responsible for the availability of such external sites or resources, and PFL neither endorses nor assumes any responsibility for any content, advertising, products, or other materials on or available from such sites or resources. Use of such third party websites is at your own risk. PFL has no control over the content or policies of such third party websites. PFLis not responsible or liable, directly or indirectly, for any damage or 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 website or resource.
 
Your business dealings with, or participation in promotions of, advertisers found on or through MYPTZONE, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser. PFL shall not be responsible or liable for any loss or damage of any kind you incur as the result of any such dealings or as the result of the presence of such advertisers on MYPTZONE.
 
PFL may place legal notices, disclaimers, our corporate logos and slogans, advertisements, endorsements, trademarks, and other identifying information on the MYPTZONE, all of which PFL may modify, expand or eliminate at our option. All consideration (monetary and non-monetary) received by PFL on account of the placement or sale of advertisements, endorsements and sponsorships on MYPTZONE will belong only to PFL.
 
Section 12: Intellectual Property Rights
 
PFL grants you a personal, non-transferable and non-exclusive right and license to use the object code of the Software (defined below) on your computers. You promise not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or to sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software, either directly or through your employees or independent contractors. You agree not to modify the Software in any manner or form, or to use modified versions of the Software for any purpose, including (without limitation) that of obtaining unauthorized access to MYPTZONE. You agree not to access MYPTZONE by any means other than the interface that we provide for use in accessing MYPTZONE.
 
PFL is the primary licensee of, and will retain all right, title and interest in and to the Software and all Owner Content (as defined below) prepared for, or used on, the MYPTZONE Intranet, and all intellectual property rights in or to any of them.
 
"Owner Content" means all text, images, sounds, files, videos, designs, animations, layouts, color schemes, trade dress, concepts, methods, techniques, processes and data used in connection with, displayed on, or collected from or through MYPTZONE that we post or provide.
"Software" means computer programs and computer code (e.g., HTML, Java) used for, with or on MYPTZONE, excluding any software programs owned by third parties.
 
Except as provided for herein, nothing on MYPTZONE shall be construed as conferring any license under any intellectual property right, including any right in the nature of trademark or copyright, of PFL or any third party, whether by estoppel, implication or otherwise. All brands and names are the property of their respective owners.
 
Section 13: Disclaimer of Warranties
 
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
 
1. YOUR USE OF MYPTZONE IS AT YOUR SOLE RISK. MYPTZONE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. PFL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
 
2. PFL MAKES NO WARRANTY THAT (i) THE MYPTZONE INTRANET WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF MYPTZONE WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH MYPTZONE WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
 
Section 14: Limitation of Liability
 
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER PFL NOR PFL’s agents, principals, employees, officers, directors, parent companies, subsidiary companies, affiliated companies, successors, and assigns SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PFL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) YOUR USE OF OR INABILITY TO USE THE MYPTZONE INTRANET; (ii) 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 THE MYPTZONE INTRANET; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR OTHER USER CONTENT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON MYPTZONE; OR (v) ANY OTHER MATTER RELATING TO MYPTZONE.
 
Section 15: Notices
 
Notices to you or PFL may be made by any manner permitted in the Franchise Agreement. In addition, MYPTZONE may also provide notices of changes to these Terms of Use or other matters by displaying notices or links to notices to you generally on MYPTZONE.
 
Section 16: General
 
These Terms of Use constitute the entire agreement between you and PFL relating to your use of MYPTZONE and govern your use MYPTZONE. Nothing in these Terms of Use is intended to release any of the parties herein from any ongoing rights or duties set forth in any other existing executory contract between the parties and this will serve to reaffirm the terms of any and all such executory contracts.
 
You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. These Terms of Use and the relationship between you and PFL shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. You andPFL agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within or applicable to Loudoun County, Virginia.
 
Any unauthorized access, modification or change of any information, or any interference with the availability of or access to MYPTZONE is strictly prohibited. PFL reserves all legal rights and remedies available to it and this disclaimer shall in no way be deemed a limitation or waiver of any other rights PFL may have.
 
PFL’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. The Section titles in these Terms of Use are for convenience only and have no legal or contractual effect.
 
Section 17: Violations
 
Please report any violations of these Terms of Use to the system administrator: ptacweb@precisionac.com