Last Revised: May 1, 2020
INTRODUCTION
Welcome to our website (this “Site”). This Site is owned and controlled by DENSO Products and Services Americas, Inc. (“DENSO,” “our,” “we,” or “us”). These Terms of Use and our Privacy Policy (this “Agreement”) apply to your access and use of this Site and the services that we make available to you through this Site (the “Services”). BY VISITING THIS SITE OR ACCESSING THE SERVICES YOU AGREE TO BE BOUND BY THE PROVISIONS SET FORTH IN THIS AGREEMENT.
ABOUT THIS SITE
General. We are a leading supplier of advanced automotive technology, systems and components and industrial and commercial products. On this Site you can access the Services, including, without limitation, receiving information about our products and services, finding which of our products fit your vehicle, viewing and downloading our product and installation manuals, receiving contact information for local dealers that sell and distribute our products (“Authorized Reseller(s)”), enrolling in training seminars and contacting us to ask questions.
Authorized Resellers. If you desire obtain our products, you will be directed to an Authorized Reseller that is in your geographic location. The information you provide to an Authorized Reseller will be used in accordance with the Authorized Reseller’s terms and conditions and privacy policy.
Creating an Account. Certain features of the Services may require you to create an account (“Account”). To create an Account you must: (i) be at least eighteen (18) years old; (ii) provide us with your first and last name; (iii) have a valid email address; and (d) select a user name and create a unique password. You are solely responsible for: (i) maintaining the confidentiality of your user name and password; (ii) ensuring all information used in connection with the Services is accurate and current; and (iii) any activity you conduct through your Account, whether by you or someone else. You must immediately notify us of any unauthorized use of your Account. We reserve the right, in our sole discretion, to terminate or suspend your Account.
LICENSE
Services. We hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, license to access and use the Services as expressly permitted herein. Except for this limited license we do not grant you any other rights or license. We reserve all rights not expressly granted herein.
Your Content. You hereby grant to us and our owners, affiliates, representatives, licensees, licensors and assigns a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to use, distribute, store, transmit, and reproduce any information that you submit to us in connection with the Services (your “Content”) to: (i) make Services available to you; (ii) manage your Account (defined below); (iii) address questions and issues; and (iv) for research and analytical purposes as identified in the Privacy Policy. You hereby represent and warrant that you own all rights to your Content or, alternatively, that you have the right to give us the license described above. You represent and warrant that your Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third-party.
RESTRICTIONS
Services. You shall not use the Services for any purpose that violates any applicable federal, state or local laws, rules and regulations or is or would reasonably be deemed to be abusive, harassing, threatening or offensive to others. With respect the Services you agree not to do the following: (i) reverse engineer or reconfigure the Services or any of its elements or components; (ii) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms, including without limitation any such mechanism used to restrict or control the functionality; (iii) derive the source code or the underlying ideas, algorithms, structure or any component thereof; (iv) alter, adapt, modify or translate the Services in any way for any purpose, including without limitation error correction; and/or (v) distribute, rent, loan, lease, sell, transfer and/or grant any rights to the Services or modifications thereof in any form to any person or entity.
Blog. If you are permitted to download your Content to the Site for viewing by other users of the Site, you agree not to do any of the following:
- Submit any direct or indirect endorsement or opinion of the product or services of another third party manufacturer without disclosing any association you may have with such Content as required by the Federal Trade Commission.
- Upload any Content for the purpose of intentionally misleading us or any other Service user.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful Content.
- Upload, or otherwise make available Content protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
- Upload Content or any files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of Services another’s computer or property of another.
- Download Content posted by another user of the blog that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
- Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of Content or other material contained in a file that is uploaded.
- Use hateful or discriminatory based on race, color, sex, sexual orientation, religion, nationality, ethnicity, marital status, disability, age or that is otherwise objectionable language.
WE RESERVE THE RIGHT TO IMMEDIATELY TERMINATE YOUR USE OF THE SERVICES (IN OUR SOLE DISCRETION) IF WE DETERMINE THAT YOUR USE OF SUCH IS IMPROPER OR IN VIOLATION OF ANY PROVISION OF THIS AGREEMENT.
INTELLECTUAL PROPERTY RIGHTS
All content, materials including but not limited to text, graphics, service marks, logos, images and logos that are made available to you through the Services (“DENSO Content”) are owned by or licensed to us and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You agree not to misuse, copy and/or redistribute any DENSO Content.
DISCLAIMER OF WARRANTIES
THE SERVICES AND DENSO CONTENT ARE PROVIDED TO YOU “AS IS.” WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SERVICES AND DENSO CONTENT WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES OR DENSO CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR DENSO CONTENT WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SERVICES OR DENSO CONTENT WILL BE CORRECTED. YOU ASSUME THE RISK ASSOCIATED WITH THE USE OF THE SERVICES, DENSO CONTENT, YOUR INTERACTION WITH AUTHORIZED RESELLERS AND THE CONTENT OF OTHER USERS.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.
LIMITATION OF LIABILITY
NEITHER WE NOR OUR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, AND/OR VENDORS, OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH YOU MAY INCUR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE DENSO SERVICES OR DENSO CONTENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
INDEMNIFICATION
You agree to defend and indemnify us and our employees, officers, directors, shareholders and agents from and against any third party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or in relation to (a) your Content; (b) your use of the Services; (c) your violation of any term of this Agreement; (d) your violation of any third party rights; (e) your violation of law. You may not settle or compromise any claim without our prior written consent.
TERMINATION
If you wish to terminate your Account and use of the Services you may do so by notifying us at any time and closing your Account. Termination of your Account may result in the immediate deletion of any or all of your Content. We will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution.
MODIFICATION
PLEASE NOTE THAT THIS AGREEMENT, THE SERVICES AND/OR DENSO CONTENT ARE SUBJECT TO CHANGE AT ANY TIME. When changes are made we will update the “Last Revised” date at the top of this Agreement. If we make any material changes these Terms of Use, and you have an account, we may also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to this Agreement will be effective immediately and your continued use of the Services and/or DENSO Content constitutes your acceptance of such change(s).
THIRD PARTY LINKS
The Services may include links to third-party websites. These third-party websites collect data and/or solicit personal information from you. We neither own nor control such third-party websites and are not responsible for their content or actions. Please read the terms and conditions and privacy policies of any third-party website that may be linked to the Services.
PRIVACY
We collect and use information about you and your use of the Services. Please review our [Privacy Policy] for more information. Residents of California should read our [California Privacy Statement] which supplements our Privacy Policy to describe our processing of their personal information.
COMMUNICATIONS
We will not send you our newsletter or advertising emails unless you affirmatively select the “opt-in” option on our Site. If you “opt-in” but later change your mind, you may unsubscribe from these emails at any time by clicking on the “unsubscribe” link included in any email or by contacting us via email at marketing@densoautoparts.com with the word “UNSUBSCRIBE” in the subject line.
CHOICE OF LAW AND VENUE
These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, U.S.A. without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply hereto.
DISPUTE RESOLUTION
Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. The parties agree that this Section satisfies the “writing” requirement of the Federal Arbitration Act. If any controversy, allegation, or claim arises out of, is related to, or is connected in any way to this Agreement, (“Dispute”), then you agree the Dispute shall be submitted to confidential arbitration in Long Beach, California, and you agree that all disputes will be governed by the laws of the State of California without regard to choice of law principles. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction in the state and federal courts of California. Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court or tribunal with jurisdiction over the parties. As permitted by applicable law, you agree that any claim or cause of action you may have arising out of, related to or connected in any way with your use of the Services must be filed by you within one (1) year after such claim or cause of action arose or be forever banned. Any and all claims, judgments, and awards will be limited to actual third-party, out-of-pocket costs incurred (if any), but in no event will attorneys’ fees be awarded or recoverable.
ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. NO ARBITRATOR MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF. YOU ARE THUS GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN THE RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
SEVERABILITY
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of this Agreement, or otherwise unenforceable, this Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, we shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.
NON-WAIVER
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or applicable law will not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
ASSIGNMENT
You may not assign this Agreement or any rights or obligations hereunder, in whole or in part, whether voluntary, by operation of contract, law or otherwise, without our prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void.
CONTACT INFORMATION
If you have any questions or concerns, please contact us at:
DENSO Products and Services Americas, Inc.
Marketing Department
3900 Via Oro Avenue
Long Beach CA 90810 USA
marketing@densoautoparts.com
