Before executing this agreement, read the terms and conditions carefully.
This Agreement sets forth the terms and conditions by which Heavy Truck & Equipment Wholesalers, Inc.,
(hereinafter, "HTAEW"), will furnish you the user/subscriber, (hereinafter, "User"), a limited non-exclusive,
non-assignable license to access the HTAEW electronic database service, (hereinafter, "Service"), as the
service now exists or is hereafter modified. By executing this Agreement, you agree to be bound by the terms
and conditions set forth herein, including but not limited to payment terms and limitations on the use of
OWNERSHIP AND USE
The information received by the User from the Service is provided solely for the use of the User. Unless
specifically authorized in writing by HTAEW, the User agrees not to re-transmit, disclose or distribute
any of the information received from the Service, to any other person, organization or entity, other than
their clients, either retail or wholesale, or other Users. The User acknowledges that all the information
is the exclusive property of HTAEW, and/or specified third parties, which have agreed to furnish such
information to the Service. The Service grants to the User a personal, non-transferable license to use the
data contained in the Service for research, planning and marketing related purposes, which includes but is
not limited to market making. The User further agrees not to use the information to develop a competing
service to the Service while a current User of the Service.
FEES AND PAYMENT
Upon execution of this agreement the user agrees to make monthly payments of $180.00 per month for the use
of this service. Payment in full will be based on the rate schedule in effect at the time the Service is
used. Any and all applicable sales or use taxes shall be the sole responsibility of the User, and will be
included in each monthly statement. It is understood and agreed that the Service provided and the rate
charged for the Service are subject to change. Any changes in the Service provided and/or rate charged shall
be effective upon thirty (30) day written notice to the User. Any changes shall be deemed accepted by the
User if the Service is accessed and/or used by the User after such changes have become effective.
DISCLAIMER OF WARRANTY
The User acknowledges that the information and services provided by the Service are compiled and distributed
by sources which are beyond the control of HTAEW, and, it is therefore understood and agreed, that HTAEW
does not warrant, either expressly or impliedly, guarantee, and/or attest to the accuracy of the information
provided by the Service. The User, under this Agreement, assumes any and all risks of errors and/or omissions
in the information provided, and in its transmission or translation. Further, the User agrees to hold HTAEW
harmless for any such errors and/or omissions.
THE USER ACKNOWLEDGES THAT NO WARRANTIES, AGREEMENTS, OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, HAVE BEEN MADE AND NO WARRANTIES EXIST
EXCEPT FOR THOSE AS SET FORTH IN THIS AGREEMENT. THE USER FURTHER AGREES THAT HTAEW SHALL NOT, IN ANY EVENT,
BE HELD LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SYSTEM, INCLUDING BUT NOT
LIMITED TO ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, COMPENSATORY OR SPECIAL DAMAGES. ADDITIONALLY,
HTAEW DOES NOT WARRANT OR REPRESENT THAT THE INFORMATION AND/OR SERVICES PROVIDED BY THE SERVICE TO THE USER
WILL BE ERROR FREE, OR WILL MEET THE USER'S REQUIREMENTS OR ARE SUITABLE FOR THE USER'S NEEDS. WHILE EVERY
REASONABLE EFFORT HAS AND SHALL BE MADE TO OBTAIN ACCURATE AND UP-TO-DATE INFORMATION, HTAEW ASSUMES NO
LIABILITY FOR ANY AND ALL INACCURACIES. HTAEW RESERVES THE RIGHT TO REVIEW AND RECOMMEND EDITTING OF ANY AND
ALL INFORMATION PROVIDED BY THE SERVICE. WHILE EVERY REASONABLE EFFORT SHALL BE USED TO KEEP THE SYSTEM SECURE,
HTAEW CANNOT GUARANTEE THE SERVICE WILL BE SECURE INCLUDING BUT NOT LIMITED TO VIRUSES BEING PASSED THROUGH
THE SERVICE, AND THE USER HEREBY ASSUMES ALL RESPONSIBILITY FOR DETECTING AND ERADICATING ANY AND ALL VIRUSES
OR PROGRAMS WITH A SIMILAR FUNCTION.
These provisions shall survive termination of this agreement.
HTAEW shall furnish each User with a unique user Identification and password to obtain access to the Service,
which the User should keep confidential. If at any time the User should learn or suspect that the User's
password has been obtained by a person or entity not authorized to use it, by either the User or HTAEW, the
User agrees to immediately notify Customer Service at 1-361-865-3016. Additionally, the User agrees to confirm
such unauthorized use in writing within seventy-two (72) hours to HTAEW. HTAEW, upon receiving such notice,
shall issue a new password to the User at no charge.
DELAYS IN SERVICE
HTAEW, nor any of its respective officers, directors, employees, affiliates or agents shall be liable for any
loss resulting from delays or interruptions due to electronic or mechanical equipment failures, telephone
interconnect problems, internet failure, intranet failure, extranet failure, hardware or software defects,
storms, strikes, walkouts, fire or other casualty damage, or other causes over which they have no direct control,
or any loss resulting from the contents of the Service, or any errors in the transmission thereof. HTAEW will
have no responsibility to provide the Service to the User during interruptions of the Service.
The User acknowledges and agrees that HTAEW reserves the right to monitor, and may from time to time, any and all
information transmitted or received through the Service. HTAEW may, at its sole discretion and without notice
to the User, review, censor or prohibit the transmission and/or receipt of any information which HTAEW deems
inappropriate, for whatever reason. HTAEW's monitoring of the information of the Service should not be construed
as a warranty or guarantee of the accuracy of the information provided by the Service.
The User shall provide, at the User's cost, all telephone, modem, internet connection, intranet connection,
extranet connection and any other equipment necessary to access the Service including but not limited to computer
hardware and software.
TERMINATION OR CANCELLATION OF THE SERVICE
The User may choose to cancel or terminate the Service during the term of this Agreement, for whatever reason,
however, in doing so, the User acknowledges and agrees that any and all monthly access fees, or accumulated
charges paid by the User are non-refundable. This includes any and all fees paid in advance for the Service.
HTAEW reserves the right to terminate the Service, without notice, upon failure of the User to make payment when
due or if the User violates any of the terms and conditions of this Agreement. This Agreement is not assignable
by the User unless such assignment is agreed to in writing by HTAEW. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing and signed by the parties to this Agreement.
The User agrees that any unauthorized use of the Service, by the User or any authorized agent of the User, and/or
any unauthorized data derived therefrom, may result in immediate termination of this Agreement. In the event of
such termination, the User shall be liable for any applicable fees for the period prior to termination, together
with such other remedies to which HTAEW may be entitled. Additionally, the User shall not be due any refund of
fees paid prior to termination.
This Agreement is made and entered into in the State of Texas and shall be interpreted, applied, enforced, and
governed by, under, and pursuant to the substantive laws of the State of Texas. Any action or proceeding arising
under this Agreement shall be commenced exclusively in the courts of the State of Texas situated in the County
of Fayette or in the United States District Court for the Southern District of Texas.
RECOVERY OF FEES
The User agrees that if HTAEW is forced to take action, by itself or through its representatives, to enforce any
of the provisions of this Agreement, including but not limited to the collection of any amounts due hereunder,
HTAEW shall be entitled to recover from the User, and the User agrees to pay, reasonable and necessary attorney's
fees and any costs of litigation. In addition to all sums to which HTAEW is entitled or any other relief, at law
or in equity, which is granted.
CONDITIONS, TRADE TERMS, & SPECIFICATIONS
It is the responsibility of every User of the Service to verify with every other User what specific conditions,
trade terms, and specifications they are using with respect to the information provided in the Service.
The Agreement constitutes an integrated contract expressing the final, entire, and exclusive agreement between
the parties and supersedes any and all prior and contemporaneous agreements, representations, negotiations,
communications, and understandings of the parties, oral or written. No other representation, covenant,
undertaking, or prior or contemporaneous agreement, oral or written, respecting such matters, which are not
specifically incorporated into this agreement, shall be deemed in anyway to exist between or by the parties. It
is understood and agreed by and between the parties hereto that if there is any conflict between the User's
purchase order and this Agreement or any other document not signed by HTAEW, this Agreement shall govern. Each
party represents and warrants that he, she, or it has full power to enter into this agreement. Each party
acknowledges and agrees that the warranties and representations made in this paragraph are each an essential
and material term of this agreement, without which the consideration given herein would not have been given by
any of them. If any clause, provision, covenant, or condition of this agreement is unenforceable, illegal, or
invalid, the remaining provisions shall nevertheless be carried into effect. No waiver of any of the provisions
of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by
the party making the waiver and agreed to by the parties. This Agreement shall be binding upon and inure to the
benefit of the parties, their respective representatives, agents, employees, partners, affiliates, and spouses
hereto and their respective heirs, successors, representatives, and assigns.