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.
Section 1: Introduction
MYPTZONE is owned and operated by PFL. Questions concerning MYPTZONE or its operation should be directed to PFL’s system administrator at firstname.lastname@example.org.
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
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 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
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
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
Section 16: General
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.
Section 17: Violations