Federal-Mogul Motorparts Corporation Digital Assets Agreement

The following terms and conditions govern your access and use of all images and logos (collectively “Digital Assets”) available from Federal-Mogul Motorparts Corporation’s Digital Asset Library contained on the website at www.fmmotorparts.com, and constitute a binding agreement (“Agreement”) between you and Federal-Mogul Motorparts Corporation and its applicable parents, subsidiaries and affiliates (“FM Motorparts”). Any use of the Digital Assets indicates your full acceptance of the Agreement. If you do not agree to all of the terms and conditions of the Agreement, then do not make any use of the Digital Assets.

1. Grant of License. FM Motorparts grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to use the Digital Assets only for the purpose of marketing and promoting the sale of FM Motorparts products in the United States and Canada. The Digital Assets may not be used for any other purpose.

2. Warranty Disclaimer. THE DIGITAL ASSETS ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

3. Limitation of Liability. IN NO EVENT SHALL FM MOTORPARTS OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, EXCEPTIONAL DAMAGES, PUNITIVE DAMAGES OR NOMINAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE DIGITAL ASSETS WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF FM MOTORPARTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT NOTWITHSTANDING ANY APPLICABLE STATUTE OF LIMITATIONS, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE CAUSE OF ACTION ACCRUED.

4. Ownership. You acknowledge that FM Motorparts is the sole owner of all intellectual property rights and other proprietary rights in and to the Digital Assets and that nothing in this Agreement shall be construed to give you any rights in any trademarks, trade names, service marks or copyrights owned by FM Motorparts or its licensors.

5. FM Motorparts Trademarks and Logos. Except for your use of a Digital Asset comprised of an FM Motorparts logo or as may be required for use in a copyright notice, you may not use the trademarks or service marks of FM Motorparts, or any of its parents, subsidiaries, affiliates or partners without FM Motorpart’s prior written consent. If an FM Motorparts logo comprises a Digital Asset, the logo must not be altered in any manner, including proportions, colors or elements. You may not display any FM Motorparts logo in a manner that implies sponsorship or endorsement. A disclosure acknowledging that the FM Motorparts trademarks are owned by FM Motorparts or one of its subsidiaries must be placed at the bottom of each webpage on which such logo appears. An example of an acceptable disclosure is: "Champion and Champion Bowtie Logo are trademarks of Federal-Mogul Motorparts Corporation or one of its subsidiaries."

6. Security. You agree to provide adequate security to prevent theft, pirating, and unauthorized exhibition, duplication or copying of the Digital Assets in connection with any online use. You shall give prompt notice to FM Motorparts of any such unauthorized activity, and shall take all steps necessary to stop such unauthorized activity.

7. Indemnification. You shall defend, indemnify and hold harmless FM Motorparts, its parents, subsidiaries and affiliates and their respective officers, directors, shareholders, agents, employees, assigns and successors-in-interest from and against any and all expenses, liabilities, damages, claims, suits, actions, judgments and costs (including reasonable attorneys’ fees and expenses) arising out of, connected with, and/or relating to your use of the Digital Assets or breach of this Agreement. This indemnity shall survive the expiration or termination of this Agreement.

8. No Assignment or Sublicense. FM Motorparts’ grant of license is personal to you and may not be assigned, sublicensed, subcontracted or otherwise transferred without FM Motorparts’ prior written consent.

9. Termination. If you do not comply with the terms and conditions of this Agreement, then this Agreement and the license granted hereunder will automatically terminate and you must cease using the Digital Assets immediately and delete or destroy all copies of the Digital Assets. FM Motorparts may terminate this Agreement and your license to use the Digital Assets at any time for any reason upon written notice. Upon any termination, cancellation or expiration of this Agreement, you shall have no further right to make any use of the Digital Assets.

10. Governing Law. This Agreement shall be governed by the laws of the State of Michigan without reference to its conflict of laws principles and each party agrees to submit to the exclusive jurisdiction and venue of the state courts sitting in Oakland County, Michigan or the United States District Court for the Eastern District of Michigan.

11. Miscellaneous. This Agreement represents the entire understanding of the parties with respect tothe subject matter hereof. FM Motorparts may amend the terms and conditions of this Agreement by posting the amendment on this website. Your continued use of the Digital Assets following such amendment constitutes your acceptance of the posted amendment. If any of the provisions of this Agreement shall be found to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions. The parties to this Agreement are independent contractors with respect to each other, and nothing in this Agreement shall create any association, partnership, joint venture or agency relationship between the parties. Any waiver by FM Motorparts of any provision of this Agreement at any time shall not be deemed a waiver of any other provision. The provisions of this Agreement which by their nature would continue beyond termination or expiration of this Agreement shall survive such termination or expiration.

Last updated March/2016

  I have read and agree to the terms.