PRIVACY POLICY

INFORMATION WE COLLECT ABOUT YOU

Information You Provide to Us

When you access our Site, you may provide us with information, such as your full name, email address, telephone number and any other information you choose to submit to us whenever you contact us through the Site (including to submit a possible joint venture idea, question, comment, suggestion or any other information). We collect and store this personal information.

Other Information We Collect About You

Some information may be collected automatically every time you visit our Site. This information is described below.

Cookies and Other Web Technologies

When you access our Site, we may collect information about your “computer” (which may be a desktop or laptop computer, tablet or mobile or similar device) and assign you a "cookie" (a small, unique identifier text file). You do not provide this information -- it is collected automatically as a means of supporting your use of our Site. The cookie assigned may be a “session” cookie file (deleted at the end of the session) or a cookie file placed on your computer's hard drive. The cookie may or may not contain any personal information. You can always choose to not receive a cookie file by enabling your web browser to refuse cookies or to prompt you before accepting a cookie. Be advised that, by refusing to accept a cookie, you may not be able to access some services offered by us on our Site.

Computer Information

We may collect certain technical information from your computer each time you request a page during a visit to our Site. This information is collected from your computer's Web browser and may include your IP address, operating system, web browser software (e.g., Google Chrome or Internet Explorer), screen resolution, internet service provider, clickstream data, date/time stamp, and referring/exiting web sites. Wireless users (if you are using your cellular phone to access the Internet) should check with their wireless company to understand whether personal information may be used to identify them.

HOW WE USE YOUR INFORMATION

General

Information collected by us may be used to:

• • Evaluate an idea or other information that you submit to us
• • Provide you with information you request
• • Send email notifications for special promotions
• • Respond to your questions, comments or suggestions
• • Improve the quality of your visit to our Site

Idea Evaluation

If you submit information related to an idea that you are proposing for a joint venture with us, we may use the information for any and all lawful purposes, including evaluating whether we will pursue a cooperative effort with you regarding the idea. Please note that we are an innovative company with an active program to develop and seek out new ventures, so we may already be aware of an idea at the time you submit it. As a result, you should not submit any information to us that you have not already protected by means of appropriate intellectual property law, such as by patent, copyright, trademark or other means. We will only be bound by restrictions related to an idea or other information you submit to us to the extent that such restrictions are imposed by applicable law or a separate, express written agreement signed by you and us. For additional information on joint ventures, see the Terms of Use.

Responses

We may use your name, email address and/or telephone number to respond when you submit an idea, question, comment, suggestion or other information to us.

Improving the Quality of Your Visit to Our Site

When you browse the Site, you do so anonymously. Personal information is not collected. The Site may track information about visits to the Site. For example, statistics are compiled that show the daily number of visitors to the Site, the daily requests received for particular files on a Site, and what countries those requests come from. These aggregated statistics are used to customize our Site to better meet your needs and may also be provided to others, but the statistics contain no personal information and cannot be used to gather such information.

We may collect information about your computer (other than your name, address, email address, or telephone number) through your cookie file for the purpose of assessing the effectiveness of Site content and traffic. This data allows us to improve the quality of your visit by streamlining your ability to navigate the Site and develop featured programs and content that will be of interest to our Site visitors. In addition, we use information collected from your computer, which does not identify individual users, to analyze trends, to administer the Site, to track users’ movements around the Site, and to gather demographic information about our user base as a whole.

SHARING OF YOUR INFORMATION

General

Pearl does not sell or rent your personal information to anyone.

Corporate Affiliates

We may share your personal information among our subsidiary and affiliated organizations, but the information will be used by them for internal purposes only.

It is possible that we, our subsidiaries, affiliates, joint ventures, business assets, or any combination of these, could merge with or be acquired by another business entity. Should such a combination or result occur, you should expect that all of your personal information will be transferred to the merging or acquiring business entity. We cannot assure, however, that the new entity will follow the practices disclosed in this Privacy Policy.

OUR PARTNERS

We may partner with reputable third parties to offer our Site visitors a variety of products and services. For example, our Site references TGP Solutions LLC, our affiliate company, and Tire Guides, Inc., a member of our affiliate company, as well as the products and services they both provide. All services throughout our Site that are provided by a third-party partner are described as such in this Privacy Policy or elsewhere in the Site. Although we only work with reputable third parties, our business partners may have different privacy policies and practices than we do. We encourage you to review our business partners' privacy policies to further understand their procedures for collecting, using, and disclosing your personal information.

OUR LEGAL OBLIGATIONS

We may be required by law or legal process to disclose personal information and other information you have provided us in your use of our Site or related services. We may also disclose information to enforce the Terms of Use, as well as to protect us and/or our Site users against someone who poses a threat to our interests (such as customer fraud) or whose activities could bring harm to others. As a result, we may, in our discretion, disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringement, or other activity that is illegal or may expose you or us or any other party to legal liability. We may also disclose any information about you that may be required by a court or tribunal or through some other proper legal process. Some of these rights to disclose information are further described in the Terms of Use that govern use of our Site.

OTHER WEB SITES

There may be places throughout our Site that may link you to other web sites that do not operate under our information privacy practices. When you click through to these web sites, our information privacy practices no longer apply, and we are not responsible for use or disclosure of information obtained from you through such web sites. We recommend that you examine the privacy statements for all third party web sites to understand their procedures for collecting, using, and disclosing your information.

OTHER DISCLOSURES

We cannot ensure that all of your private communications and personal information will never be disclosed in ways not otherwise described in this Privacy Policy. By way of example (without limiting the foregoing), third parties may unlawfully intercept or access transmissions or private communications, or they may abuse or misuse your personal information that they collect from our Site. Therefore, although we use industry standard practices to protect your privacy, we do not promise, and you should not expect, that your personal information or private communications will always remain private, unless otherwise provided by applicable law.

CHANGE OF PERSONAL INFORMATION

Upon your request, we will change your information in our active databases. To make this request, you may send an email to support@pearlcomm.com. Such information will be changed as soon as reasonably possible in accordance with our change policy and applicable law.

RETENTION OF PERSONAL INFORMATION

Upon your request, we will deactivate your information from our active databases. To make this request, you may send an email to support@pearlcomm.com. Such information will be deactivated as soon as reasonably possible in accordance with our deactivation policy and applicable law.

We may retain in our files information you have requested be removed in some circumstances, such as to resolve disputes, troubleshoot problems, and enforce our Terms of Use. Further, such prior information may never be completely removed from our databases due to technical and legal constraints, including stored “back up” systems. Therefore, you should not expect that all of your personally identifiable information will be completely removed from our databases in response to your request, except as may be required otherwise by applicable law.

PROTECTING YOUR INFORMATION

We use industry standard practices to safeguard the confidentiality of your personal information, including “firewalls” and Secure Socket Layers. We treat data as an asset that must be protected against loss and unauthorized access. We employ many different security techniques to protect such data from unauthorized access by users inside and outside our company. However, “perfect security” does not exist on the Internet, and we will not be responsible or liable for unauthorized access to or use of any personal information, except as may be required otherwise by applicable law.

CHANGES TO THE PRIVACY POLICY

We reserve the right, at any time, to add to, change, update, or modify this Privacy Policy, simply by posting such change, update, or modification on the Site and without any other notice to you. Any such change, update, or modification will be effective immediately upon posting on the Site. It is your responsibility to review this Privacy Policy from time to time to ensure that you continue to agree with all of its terms. If you do not agree with any such updates, modifications or changes, please notify us of your disagreement. Your sole recourse related to such change, however, is to request that we deactivate your information from our active databases. We may, but we are not required, to notify you of changes to this Privacy Policy by email at your registered email address.

CONTACTING PEARL

If you have questions about our Privacy Policy, please contact us by email at support@pearlcomm.com.

EFFECTIVE DATE

This Privacy Policy was last updated and is effective as of February 13, 2020, and supersedes all prior versions of this Privacy Policy.

Terms of Use

Before using this web site, please read the Terms of Use (the “Terms of Use”) set forth below. These Terms of Use apply to the www.pearlcomm.com website, including related websites and our current and future mobile applications thereof, which is referred to as our, this or the (or similar descriptive word) “Site” in these Terms of Use.

By using this Site, persons accessing or using this Site (“you”) and related Services and Site Content (as both are defined below) agree to be bound by these Terms of Use. If you find the Terms of Use to be unacceptable, you must immediately terminate your use of this Site, the Site Content, and the Services.

Pearl Communications Inc., and its representatives, affiliates and subsidiaries (“we,” “us,” “our,” or words of similar import) may modify these Terms of Use at any time by posting revised Terms of Use on our Site and your continuing use of such Site, the Site Content, and the Services constitutes your agreement to be bound by such modified Terms of Use. See Section 20, below.

Use of this Site, the Site Content, and the Services is only available to persons who are 18 years of age or older. If you are under this age, please use this Site, the Site Content, and the Services only in conjunction with your parents or guardians, who must agree to these Terms of Use and will be responsible for all such use.

Use of this Site, the Site Content, and the Services is only available to persons who are residents of the U.S.A. or Canada and are located in the U.S.A. or Canada.

1. NO REPRESENTATIONS OR WARRANTIES

All information, data, documents, agreements, text, graphics, videos, images, pictures, designs, applications, graphics, software, audio, sound, files, and other content on this Site and available through the Services, including their selection and arrangement, are sometimes referred to collectively as the “Site Content” in these Terms of Use.

We may make certain services and products available through this Site, including information regarding products and services, facilitating the sending of emails and other communications (including emails and other communications related to the submission of ideas and other proposals for possible joint development with us), and other services and products, provided that you agree to abide by the terms and conditions contained in these Terms of Use. These services and products, as well as all other services and products we provide in connection with this Site, are referred to collectively in these Terms of Use as the “Services.”

With reference to any Services we provide, you acknowledge that we may, from time to time, without notice to you and at our sole discretion, modify the Services or any portion thereof and/or establish various practices, limitations and restrictions for administering such Services, and you agree to be bound by such modifications and practices.

The Site, the Site Content, and the Services could include inaccuracies, typographical errors or other errors. We are not responsible or liable for any such inaccuracies or errors in this Site, the Services, or the Site Content. We also make no commitment to update what is contained in this Site, the Services, or the Site Content. Furthermore, we reserve the right to temporarily or permanently modify, alter, discontinue or delete the same or any portion of the same without prior notice.

You should not rely upon opinions expressed on or information or data contained in this Site or the Site Content when making investment, business, financial, personal or other decisions. Furthermore, we do not endorse, nor are we responsible or liable for, the opinions of third parties expressed on this Site, in the Site Content, or on linked websites.

We may take, but we are not required to take, any action we deem appropriate, in our sole discretion, to maintain the high quality of the Site, the Site Content, and the Services and to protect ourselves and others. We also reserve the right to temporarily or permanently modify, alter, discontinue or delete the Site or any of the Site Content or Services at any time without prior notice.

Consequently, and without limiting the foregoing,

WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SITE OR THE SERVICES OR THE SITE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE SITE, AND THE SITE CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OR CONDITION, AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED, AND YOU HEREBY WAIVE ALL SUCH WARRANTIES. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES OR THE SITE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICES OR THE SITE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. Some states do not allow the disclaimer of implied warranties, so portions of the foregoing disclaimer may not apply to you.

2. MOBILE SERVICES

The Services may include certain services that are available via your mobile phone, including the ability to browse the Site from your mobile phone (the "Mobile Services"). We do not charge for these Mobile Services. However, your carrier's normal messaging, data and other rates and fees will still apply to your use of the Mobile Services. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services.

3. USER WARNINGS / USER CONDUCT

In consideration for our providing this Site, the Services, and the Site Content, when using this Site, the Services, or the Site Content you also agree not to:

• a. violate any applicable law, regulation or rule, or these Terms of Use;
• b. harass, offend, threaten, embarrass, stalk, distress or invade the privacy of any individual or entity;
• c. post, publish, upload, distribute, or transmit any commercial, advertising or promotional materials, including without limitation, “spam,” chain letters, pyramid schemes, surveys, contests, or mass distributions;
• d. at any time: (i) provide false information on any webpage, form or other document on this Site that requests information from or about you; (ii) fail to promptly notify us of any inaccuracy in any of your information on any webpage, form or other document on this Site that presents information related to you; (iii) create a false identity; or (iv) impersonate another person;
• e. post, publish, upload, distribute, or transmit defamatory, false, inappropriate, improper, disorderly or excessive messages or information;
• f. post, publish, upload, distribute, transmit or submit any material that infringes upon any third party's copyright, trademark, patent or other intellectual property right;
• g. attempt to gain unauthorized access to any Services, Site Content, or related computer systems or networks through hacking, password mining, or any other means;
• h. restrict or inhibit any other person or entity from using this Site, the Services, or the Site Content, or use this Site, the Services, or the Site Content in a manner that overburdens or impairs our server or network;
• i. use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or the Site Content or other user or usage information or any portion thereof;
• j. upload files that contain any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or other property, or damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• k. create liability for us or cause us to lose (in whole or in part) the services of our ISP’s or other suppliers;
• l. link directly or indirectly to or include any web site or other item that you do not have a right to link to or include; or
• m. perform meta-searches of the Site or send automated queries to the Site or use any robot, spider, scraper, or other automated means to access the Site, the Services, the Site Content, or any part of any of them.

In addition, you are prohibited from violating or attempting to violate any security features of the Site, the Services, or the Site Content, including, without limitation, (1) accessing content or data (including Site Content) or any portion of the Site not intended for you, or logging onto a server or account that you are not authorized to access; (2) attempting to probe, scan, or test the vulnerability of the Services, the Site, the Site Content, or any associated system or network, or to breach security or authentication measures without proper authorization; (3) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (4) using the Site or the Services to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (5) forging any TCP/IP packet header or any part of the header information in any email or in any posting using the Services or the Site Content; or (6) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Site, the Services, or the Site Content. Any violation of system or network security may subject you to civil and/or criminal liability.

If you violate such terms, we may, without prior notice and without liability to us, ban you from this Site, the Site Content, and any and all Services and take any other action we deem appropriate in our sole discretion. We reserve the right to terminate your access to the Site, the Services, and/or the Site Content at any time, without notice, for any reason.

With reference to any Services and Site Content we provide, you acknowledge that we may, from time to time, without notice to you and at our sole discretion, establish various practices, limitations and restrictions for administering such Services and Site Content, and you agree to be bound by such practices. You agree that we are not responsible or liable for loss of emails, communications, postings, data or information as a result of, or arising out of, our administration of the Site, the Services, or the Site Content.

4. WEB SITE LINKS AND THIRD-PARTY SITES

This Site may contain links to other web sites that are independent of this Site. We provide these links solely as a convenience. By clicking on a link to an independent web site, you are leaving this Site and going to another web site that may not be under our control. We make no representation or warranty as to the accuracy, value, integrity, completeness, appropriateness or authenticity of the information or opinions contained in any such linked web site.

YOU HEREBY AGREE TO RELEASE US, OUR SHAREHOLDERS, DIRECTORS, OFFICERS, MANAGERS, AGENTS, EMPLOYEES AND CONSULTANTS FROM ALL CLAIMS, DEMANDS AND DAMAGES, WHETHER ACTUAL OR CONSEQUENTIAL, OF EVERY KIND, WHETHER KNOWN OR UNKNOWN, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR RELATING TO ANY AND ALL WEB SITES LINKED TO THIS SITE.

5. CONFIDENTIALITY

We cannot guarantee your confidential use of this Site, the Site Content, or the Services. We cannot guarantee that any information you submit to us will be held in confidence by us, unless otherwise expressly provided in a separate writing signed by you and our authorized representative. We shall not be responsible for any harm that you or any person may suffer as a result of a breach of confidentiality in respect to your use of this Site, the Site Content, or the Services, except as may be otherwise required by applicable law. We reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to evaluate or consider, or to remove any information or materials, in whole or in part, in our sole discretion. See our Privacy Policy for additional information regarding our use and handling of personally identifiable information. The Privacy Policy is incorporated by reference as a part of these Terms of Use. If there is any conflict between the Privacy Policy and the other provisions of these Terms of Use, the other provisions of these Terms of Use govern and control collection, use and disclosure of your personally identifiable information.

6. SUBMISSION OF IDEAS FOR JOINT DEVELOPMENT

We welcome you to submit ideas, inventions and other proposals you may have if you think that they may be of interest to us. We appreciate receiving all such ideas, inventions and other proposals.

We are continually evaluating innovative ideas produced by our own staff, as well as those submitted by other parties. These ideas are typically kept secret from the public until they are ready for public disclosure, which may be an extended period of time after we first begin working on the idea.

Therefore, we may already know of or have access to your idea, or a similar idea, at the time you submit it to us. Because we may have considered similar ideas and may already be working along lines similar or related to your idea, we might find ourselves unable to use some of the ideas that have been produced or considered by us if we were to agree to keep secret something you may suggest to us.

As a result, we cannot agree to treat your idea as secret or confidential. No confidential relationship is or will be established, either expressly or by implication, between you and us by your submission of an idea to us or our consideration of your idea or under any other circumstances, unless we enter into another written agreement with you that provides otherwise.

In order to protect your idea, we ask that you do not submit any information related to your idea or otherwise that you consider to be confidential or secret. If we decide to pursue your idea based on the non-confidential information you provide to us, and you must disclose confidential information for us to further evaluate your idea, we will enter into a mutually agreeable separate written nondisclosure agreement with you to protect that information.

Because we cannot assume any obligation regarding confidentiality or return of materials, we urge you to protect your idea and all related intellectual property rights before you submit the idea to us. Typically, United States patents are the preferred means for protecting ideas. Trademark and copyright protection may be adequate in some cases.

Additional information can be found on the U.S. Patent and Trademark website at www.uspto.gov and the U.S. Copyright Office website at www.copyright.gov. Please feel free to provide us with copies of issued patents, published patent applications, copyrights and other public disclosures of your idea.

You do not grant any rights in any patent, trademark or copyright to us by submitting your idea. But in order to protect us, you acknowledge and agree that we have the unrestricted right to use and disclose any submitted ideas, suggestions and materials, subject only to rights that you may have under any patents, trademarks, or copyrights you own. Thus, your only recourse against us for any use of your idea or any related information (absent a separate written agreement between you and us related to your idea) is to bring a patent, trademark or copyright infringement action against us.

If your idea interests us, we will contact you to discuss your idea further and/or negotiate a business arrangement related to your idea. Nevertheless, neither you nor we shall be obligated to enter into any such arrangement or other agreement; either party may terminate such discussion and negotiation at any time with or without cause or reason. Negotiating or offering to purchase an idea shall in no way be deemed an admission of the novelty, priority, originality, or value of the idea.

If we decide that we’re not interested in pursuing your idea, we’ll try to let you know as soon as practical. This type of decision is often based upon our confidential information, so we are not obligated to give you reasons for our decision or reveal any past or present activities that relate to the idea. Also, a decision that we are not interested is not an indication of the quality or even the likely success of your idea – it may mean nothing more than that we are simply too busy with our own ongoing research and development or that your idea isn’t consistent with our business plans at that time.

We appreciate your understanding. If you submit an idea, suggestion or proposal to us, you agree to the following Idea Submission Agreement:

IDEA SUBMISSION AGREEMENT

By submitting an idea, invention or other proposal to us, You agree as follows:

• a. “You” and “Your” mean you, a person who is voluntarily submitting an idea or suggestion, along with related documents, materials, communications, concepts, know-how, and other information (together, the “Idea”) to Pearl Communications Inc., and its subsidiaries, affiliates, and employees (together, “Pearl” or “we”). You have read, understand and agree to the above provisions of this Section 6;
• b. You are not granting any patent, trademark or copyright interest in Your Idea to Pearl by entering into this Idea Submission Agreement; any such grant will only be made in a separate written agreement signed by You and an officer of Pearl.
• c. The Idea is original with You, no other person has an interest or claim to the Idea (or You have the legal authority to act on behalf of all persons owning an interest in the Idea), and Your submitting the Idea to Pearl will not infringe or violate any rights of any other person or entity. You are at least 18 years old;
• d. No confidential relationship or obligation of secrecy is created between You and Pearl, and Pearl may freely disclose and use all or any portion of Your idea, subject only to recourse that You may have against Pearl in an infringement action brought under any patent, copyright or trademark You own. Pearl has the right to contest the validity of any patent, trademark, copyright or trade secret related to the Idea;
• e. Pearl is not obligated to use Your Idea, pay You any compensation, or accept or return anything You submit to Pearl related to Your Idea, nor is Pearl obligated to You in any other way, except as may be otherwise provided in a separate written agreement signed by You and an officer of Pearl;
• f. Subject to Your rights in an infringement action under section 6.d, above, You waive any and all claims that may arise out of disclosure of Your Idea to Pearl or use of Your Idea by Pearl, and You agree to defend, indemnify and hold Pearl harmless against any and all such claims, including all related costs, damages, attorney fees, penalties, actions, and other expenses; and
• g. The above terms and conditions represent the entire agreement between You and Pearl related to Your Idea, and supersede any prior agreement related to such subject. The above provisions may only be modified by the provisions of a separate written agreement entered into between You and Pearl, which is signed by You and an officer of Pearl.

7. OWNERSHIP

Except as otherwise stated in these Terms of Use, all right, title and interest (including all patent, copyright, trademark and other intellectual property rights) to all Site Content and the Services belong to us or our licensors or other sources. In addition, the names, images and other indicia identifying our products and services are our proprietary marks.

8. LICENSE

Nothing contained in this Site, the Services, or the Site Content shall be construed as conferring any license or right, expressly, by implication, by estoppel or otherwise, under any of our intellectual property rights, or under any third party's intellectual property rights. No part of this Site, the Services, or the Site Content may be used, reproduced, republished, copied, transmitted, modified, altered, performed, displayed, or distributed in any form or by any means, or be used to create any derivative works.

9. INDEMNIFICATION

TO THE MAXIMUM EXTENT PROVIDED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US, OUR SHAREHOLDERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, PARTNERS, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “INDEMNITEES”) HARMLESS AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, RECOVERIES, SETTLEMENTS, ACTIONS, PENALTIES, COSTS, LOSSES, AND DAMAGES (AS DEFINED BELOW IN THIS SECTION 9) INCURRED BY THE INDEMNITEES, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, PAID OR UNPAID BY THE INDEMNITEES, DIRECTLY OR INDIRECTLY ARISING FROM OR RELATED TO: (A) YOUR USE OR MISUSE OF THIS SITE OR ANY OF THE SERVICES OR ANY OF THE SITE CONTENT; OR (B) YOUR INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THE INDEMNITEES OR ANY THIRD PARTY; OR (C) YOUR VIOLATION OF ANY OF THESE TERMS OF USE; OR (D) YOUR NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS; IN EACH CASE, REGARDLESS OF ANY NEGLIGENCE ON THE PART OF ANY OF THE INDEMNITEES. FOR PURPOSES OF THIS SECTION 9, THE TERM “DAMAGES” INCLUDES DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES RELATED TO INJURY TO (INCLUDING DEATH OF) YOU OR ANY OTHER PERSON, DAMAGE TO OR LOSS OF ANY PROPERTY, LOSS OF CONSORTIUM, LOSS OF OPPORTUNITY OR BUSINESS OR CONTRACTUAL RELATIONSHIP, VIOLATION OF ANY RIGHT TO PRIVACY, DEFAMATION OF CHARACTER OR REPUTATION AGAINST ANY PERSON, PRODUCT OR OTHER OBJECT, MENTAL DISTRESS OR ANGUISH, LOSS OF USE OR PROFITS, ATTORNEYS AND EXPERT FEES AND OTHER COSTS THROUGH ANY APPEAL, LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF COMPUTER PROGRAMS OR OTHER DATA, COST OF COVER, AND ANY AND ALL OTHER TYPES OF CLAIMS AND DAMAGES OF EVERY KIND, NATURE, AND DESCRIPTION. WE WILL NOTIFY YOU PROMPTLY OF ANY SUCH LIABILITY, DEMAND, CLAIM, RECOVERY, SETTLEMENT, ACTION, PENALTY, COST, LOSS, OR DAMAGES, AND WILL PROVIDE YOU WITH REASONABLE ASSISTANCE, AT YOUR EXPENSE, IN DEFENDING THE SAME. WE MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU AT YOUR EXPENSE IF WE DETERMINE THAT YOUR DEFENSE IS NOT ADEQUATE, AND YOU AGREE TO COOPERATE WITH US IN SUCH EVENT.

10. LIMITATION OF DAMAGES

IN NO EVENT WILL ANY OF THE INDEMNITEES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION, COST OF COVER) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SITE, THE SITE CONTENT, OR THE SERVICES, OR USE, MISUSE OR PERFORMANCE OF THE SITE, ANY SERVICES, ANY SITE CONTENT, OR OTHER MATERIALS PROVIDED OR AVAILABLE IN ASSOCIATION WITH THE SITE OR ANY OTHER LINKS OR LINKED WEB SITE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE, EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER SUCH DAMAGES AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE ON OUR PART OR ON THE PART OF ANY OTHER PARTY), STRICT LIABILITY OR OTHER LEGAL BASIS. FOR PURPOSES OF THIS SECTION 10, THE TERM “DAMAGES” INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES THROUGH ANY APPEAL, ANY LOST PROFITS, AND ANY DAMAGES RELATED TO BUSINESS INTERRUPTION AND LOSS OF PROGRAMS OR OTHER DATA. YOU ACKNOWLEDGE THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR US TO PROVIDE THE SERVICES, THE SITE, THE SITE CONTENT, AND OTHER MATERIALS.

11. GOVERNING LAWS IN CASE OF DISPUTE

THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, USA, AS THEY APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THEREIN BY RESIDENTS THEREOF. TO THE EXTENT THAT WE HAVE THE RIGHT TO BRING ANY ACTION IN COURT UNDER SECTION 15, BELOW, YOU IRREVOCABLY CONSENT AND WAIVE ALL OBJECTION TO PERSONAL JURISDICTION AND VENUE IN THE STATE COURTS LOCATED IN THE SEVENTH ADMINISTRATIVE JUDICIAL REGION OF TEXAS, USA, THE FEDERAL COURTS LOCATED IN THE NORTHERN DISTRICT OF TEXAS AT ABILENE, TEXAS, AND ALL OTHER COURTS, WHEREVER LOCATED, WHERE WE DETERMINE AN ACTION IS NECESSARY TO ENFORCE OUR RIGHTS UNDER THESE TERMS OF USE.

12. INTEGRATION; SEVERABILITY; GENERAL

These Terms of Use incorporate by reference our Privacy Policy and any notices and agreements contained on this Site and constitute the entire agreement with respect to your access to and use of this Site, the Site Content, and the Services. Any provision of these Terms of Use which is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be severable from these Terms of Use in that jurisdiction without in any way invalidating the remaining provisions of these Terms of Use. The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction.

These Terms of Use will be binding upon and inure to the benefit of the parties and each of their respective assigns and successors-in-interest. We may assign our rights or delegate our duties under these Terms of Use, but you may not assign your rights or delegate your duties under these Terms of Use without our prior written consent. Except as expressly provided otherwise in these Terms of Use, no third party will have any rights as a third party beneficiary under these Terms of Use. Time is of the essence in the performance of each and every obligation under these Terms of Use. References to “days,” “months,” “quarters,” or “years” mean calendar days, months, quarters or years, respectively. The captions and headings in this Agreement will not be used in interpreting these Terms of Use. No delay or omission in the exercise of any right or remedy will impair such right or remedy or be construed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act. Use of the terms “including” or “includes” does not imply any limitation. A “person” includes a natural person, a corporation, a limited liability company, a firm, a partnership, a limited partnership, a limited liability partnership, a joint venture, a trust, an estate, a government agency or body politic, or any other entity, whether formed under the laws of the United States of America or any other nation, state, province or any subdivision or agency of any of them.

13. TRADEMARKS

Graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through this Site are our trademarks or trade dress in the U.S. and other countries. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us or our products or services. Any rights that we have not expressly granted herein are reserved.

All other trademarks, service marks, and trade names not owned by us that appear in this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

14. SURVIVAL

The terms, conditions, covenants, indemnifications, releases, waivers, and all other provisions of these Terms of Use shall survive the termination or expiration of these Terms or Use, the Site, the Site Content, and/or the Services.

15. ARBITRATION

Excluding legal action taken by us at our option to obtain an injunction or other equitable relief to prevent the improper appropriation, disclosure, or other misuse of our intellectual property rights, the Services, the Site Content, and/or the Site, the exclusive method for resolving any controversy, dispute or claim arising from or related to these Terms of Use, the Site, the Services, and/or the Site Content, including the construction and scope of these Terms of Use, shall be by arbitration before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration rules and regulations of the American Arbitration Association (“Association”) then in effect. Any such controversy, dispute or claim shall be arbitrated on an individual basis, and shall not be consolidated with any arbitration regarding any claim, dispute or controversy of any other party. Within ten (10) days after the filing of any request to arbitrate, the parties will each select an arbitrator, and the selected arbitrators will select the Arbitrator within thirty (30) days after the date of such filing. If either party refuses or fails to select an arbitrator within the designated time period, the Association will select the arbitrator on behalf of such party. If the arbitrators selected by the parties refuse or fail to select the Arbitrator within the designated time period, then on the request of any party, the Association will select the Arbitrator. Each of the selected arbitrators and the finally appointed Arbitrator will be recognized by the Association as a legal expert in the field of business software practices in the automotive industry. The parties hereby irrevocably agree that the arbitration will be held within the County of Taylor, State of Texas, USA, and will apply the laws of the State of Texas (without regard to their conflicts of law principles). The Arbitrator may award any and all remedies and relief deemed appropriate under the circumstances, including money damages and injunctive relief. If any party fails to provide any response or to appear at any arbitration proceeding, the Arbitrator will proceed with the arbitration without such response or appearance. At the conclusion of the arbitration, the Arbitrator will issue a written award containing essential findings of fact and reasoned opinions and conclusions on which the award is based. The final award rendered by the Arbitrator will be binding, final and non-appealable. Judgment upon any arbitration may be entered in any court having competent jurisdiction thereof. The costs of arbitration and the Arbitrator's fees in connection with any such arbitration will be shared equally by the parties unless the Arbitrator determines that the party or parties prevailing in the arbitration shall bear a lesser portion thereof. This arbitration provision will be deemed to be self-executing and will remain in full force and effect after the expiration or termination of these Terms of Use, the Site, the Site Content, and/or the Services. Except as may be required by applicable law, no party, arbitrator, Arbitrator, or the Association will disclose the existence, content, or results of any arbitration hereunder without the express prior written consent of both you and us. Notwithstanding the above, any party may bring an action in any court of proper jurisdiction with respect to any claim having a reasonable value of U.S. $10,000.00 or less, without considering attorneys fees and other costs.

16. NOTICES

All notices or other communications required or permitted to be given to us under these Terms of Use shall be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt requested, or sent by an overnight express courier service that provides written confirmation of delivery, to us at Pearl Communications Inc., 500 Chestnut Street, Suite 1424, Abilene, Texas 79602, U.S.A., Attention: President. All notices or other communications required or permitted to be given to you under these Terms of Use shall be to the email address that you provide to us. Notice shall be deemed given when the email is sent to such email address. Alternatively, we may provide you with notice or communication by registered or certified mail, postage prepaid, return receipt requested, or sent by a priority or overnight express courier service that provides written confirmation of delivery. In the case of any communication by mail or courier, delivery shall be deemed to have occurred upon receipt of such communication by the recipient thereof.

17. ATTORNEYS FEES

In the event any action, claim, litigation, arbitration, mediation, or other proceeding (collectively, “Proceeding”) is initiated by any party against any other party to enforce, interpret or otherwise obtain arbitral, judicial or quasi judicial relief in connection with these Terms of Use, the prevailing party in such Proceeding shall be entitled to recover from the unsuccessful party all reasonably incurred costs, expenses, and attorney's fees relating to or arising out of (a) such Proceeding (whether or not such Proceeding proceeds to award or judgment), and (b) any post judgment or post award Proceeding, including, without limitation, one to enforce any judgment or award resulting from any such Proceeding. Nothing in this Section 17 shall be construed to negate or limit the obligation to arbitrate claims and disputes under Section 15, above.

18. COPYRIGHT NOTICE

Copyright © 2020 Pearl Communications Inc., 500 Chestnut Street, Suite 1424, Abilene, Texas 79602 U.S.A.

19. ACKNOWLEDGEMENT

BY USING THE SERVICES OR ACCESSING THE SITE OR THE SITE CONTENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

20. MODIFICATION AND AMENDMENTS

We may modify these Terms of Use at any time by posting revised Terms of Use on our Site and your continuing use of such Site, the Site Content, and the Services constitutes your agreement to be bound by such modified Terms of Use. These Terms of Use may only be amended as provided above, or by a writing signed by you and us. Any amended Terms of Use shall become effective immediately after posting on this Site. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Site, the Site Content, and the Services.

21. EFFECTIVE DATE

These Terms of Use are effective as of February 13, 2020, and supersede all prior versions of these Terms of Use.