1. DEFINITIONS. Welcome to ProCarCareZone^SM! AutoZone.com, Inc. and its affiliates and subsidiaries (collectively “AutoZone”) provides the ProCarCareZone^SM service to your shop. This Agreement applies to you, your authorized agents or employees (the “Customer”), subject to the following Terms and Conditions of Service. As used herein, Terms and Conditions of Service (“TCS”) shall apply to the ProCarCareZone^SM Terms and Conditions of Service. Where TCS is referenced, the Customer is responsible for complying with these Terms and Conditions of Service or any applicable Terms and Conditions of Service of corresponding AutoZone® and ALLDATA product(s). The Service creates a website with an address that will host the Customer’s web page (“Shop Site”) and it is contained within a group of shop sites hosted by AutoZone (“the Site”). ProCarCareZone^SM is an additional service (“Service”) made available to current, paid up subscribers of the ALLDATA DVD or ALLDATA Online products (“Products”).
2. ACCEPTANCE OF TCS. Use of the Site and Services are conditioned on acceptance of the TCS and subject to the TCS. Customer’s use of this site and the services provided by AutoZone or any continued use of the site or services shall be deemed as an acceptance of the TCS. The TCS may be updated by AutoZone from time to time without notice to Customer. Any modifications will be reflected in the current terms and conditions found at www.ProCarCareZone^SM.com. Customer’s continued use of the sites and/or services offered shall be deemed an acceptance of the then current TCS.
3. DESCRIPTION OF SERVICE. ProCarCareZone^SM is an additional service made available to current, paid up subscribers of the Products provided by AutoZone and/or ALLDATA. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new ProCarCareZone^SM resources, shall be subject to the TCS.
4. FINANCIAL OBLIGATIONS. Customer’s use of the Service is conditional on Customer’s payment of the underlying licensing fee of the applicable Product. In order to use the Service, Customer must keep the account balances and subscription relating to the underlying Products up to date and in good standing. Failure of Customer to keep their account balance and subscription current will result in the immediate suspension of the Service and/or termination of the account and Service by AutoZone. If there is no termination of the underlying contracts between the parties, the Service shall be restored at AutoZone’s sole discretion after the account and subscription is paid up and current according to AutoZone’s records.
5. CONNECTION OBLIGATIONS. Customer understands and acknowledges that it is Customer’s responsibility to obtain access to the Internet, either directly or through devices that access web-based content, and to pay any service fees associated with such access. In addition, Customer must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Customer also agrees to hold AutoZone harmless from any claim relating to the connection of Customer to the Service. Customer agrees that the connection to the Service and any interruptions thereto are the responsibility of Customer and the third parties with which Customer has made arrangements for a connection to the Internet.
6. REGISTRATION INFORMATION. In consideration of use of the Service, Customer agrees to: (a) provide true, accurate, current and complete information about Customer and Customer’s company as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Customer provides any information that is untrue, inaccurate, not current or incomplete, or AutoZone has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, AutoZone has the right to suspend or terminate your account and refuse any and all current or future use of the Service or Products (or any portion thereof). Customer also warrants and represents that the Customer has the authority to enter into this Agreement and to bind the Customer and Customer’s company to the TCS.
7. SECURITY MEASURES. Customer acknowledges that access to the Service will be conditional on the use of security measures including, but not limited to, a security password, certificate, or other security measures (“Security Measures”). Customer agrees that it is the Customer’s sole responsibility to guard and protect the confidentiality of the Security Measures from illegal and non-permitted use. Customer shall not let any unauthorized personnel including, but not limited to, an entity that is not an agent or employee of Customer’s to use Security Measures given to Customer for authorized access to the Service. Customer is and shall be responsible for all uses of the Service by Customer’s authorized registration and assigned Security Measures. Customer agrees to immediately notify AutoZone of any unauthorized use of the Security Measures. Any such misuse of the Security Measures mentioned in this section shall be grounds for termination of the Service and any underlying Product licensing at the sole discretion of AutoZone.
8. CUSTOMER CONTENT RESPONSIBILITY. Customer understands that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the Customer, person or company from which such Content originated. This means that Customer and Customer’s company, and not AutoZone, are entirely responsible for all Content that Customer uploads, posts or otherwise transmits via the Service. AutoZone does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Customer understands that by using the Service, Customer may be exposed to Content that is objectionable. In the event that consumer-specific information is made available to AutoZone by the Customer, such information will be not be disclosed in violation of any law, rule, or regulation. Liability for responsible use of consumer data rests solely with the Customer.
9. ACCEPTABLE USE. The Service is and shall be made available to Customer for the hosting of Customer’s automotive repair shop Shop Site. This site shall be used in a manner reasonably limited to the activities involved in running and advertising an automotive repair shop (“Repair Shop”). The following non-exclusive activities are permitted:

1. Advertising and display of Customer’s company logo and trade name;
2. Content showing prices, specials, and programs related to Customer’s Repair Shop as long as they do not violate any trade practice or applicable law.
3. Listing of the Customer’s shop phone number, address, and contact information.
4. Description of Customer’s Repair Shop and services offered.
5. Directions to Customer’s automotive repair shop(s).
6. Operation Hours of the Customer’s Repair Shop.
7. Picture of Customer’s Repair Shop.
8. Certifications possessed by Customer and the Repair Shop.
9. Coupons for Customer’s Repair Shop.
10. Testimonials for the Customer’s Repair Shop that are true and legally acquired.
11. Types of Payment accepted.
12. Any other content that is reasonably related to the marketing or business of the Repair Shop that does not cause an undue burden on the Site or Service and does not violate and applicable law, violation, or the TCS.

10. NON-ACCEPATABLE USE. Customer acknowledges and agrees that the Service is limited as to what activities Customer may engage in using the Service and what Content Customer may use in conjunction with the Service. Customer agrees not to engage in any inappropriate conduct including, but not limited to the list in the section. Customer Agrees to NOT use the Service to:

1. upload, place, post, transmit or otherwise authorize any other person to do so, any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, harmful or offensive to minors in any way, invasive of another’s privacy, hateful, or racially, ethnically, religiously or otherwise objectionable;
2. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page) without written permission from AutoZone;
3. upload, post or otherwise transmit any Content that Customer does not have a right to transmit under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, or trade secrets trade secrets);
4. upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
5. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, Federal Trade Commission, and any regulations having the force of law;
6. impersonate any person or entity, including, but not limited to, an AutoZone official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity including but not limited to certifications which you may represent that you possess;
7. Upload, post, or otherwise transmit any Content that infringes the privacy rights of any party or individual without that party’s express written permission including any including invasion of privacy, commercial misappropriation (including the images or testimonials of a party), defamation, or portraying that party in a false light.
8. Upload, post, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, except in those area of the Service that are designated for such purpose.
9. Upload, post, 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, hardware, or telecommunications equipment by using such activities including, but not limited to, overloading, “spamming”, “mail bombing”, or “crashing”.
10. Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.
11. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
12. “Stalk” or otherwise harass another Customer of the Service or any users of the products produced by the Service including any users of the sites created by Customer by using the Service;
13. Collect or store personal data about other Customers of users of the created Shop Site without their consent;
14. Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any unfair trade practices against any other business (es). This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating “Crush” sites.
15. Use your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond ProCarCareZone^SM unless expressly approved by AutoZone.
16. Have multiple ProCarCareZone^SM addresses that are covered by the same AutoZone Product license or that have the same theme unless the addresses are part of a chain in which you have multiple AutoZone licenses for use approved by AutoZone.
17. Engage in commercial activities without enrolling in AutoZone-approved affiliate programs. This includes, but is not limited to, the activities listed in the Approved Activities list of Section 9 but does not include:

1. Offering for sale any products or services not involved in the primary business of automotive repair.
2. Soliciting for advertisers, sponsors, or displaying links or banners of any kind, including those that are generated by banner or link exchange services, with the sole exception of the AutoZone Banner Exchange program.
3. Conducting raffles or contests that require and type of entry fee.
4. Displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their web sites.

11. AUTOZONE USE OF CONTENT; DISCLAIMER. AutoZone does not claim ownership of the Content any Customer places on the ProCarCareZone^SM Site or Service. By submitting Content to AutoZone for inclusion on your ProCarCareZone^SM Site, you grant AutoZone the world-wide, royalty-free, and non-exclusive, non-revocable license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your ProCarCareZone^SM Shop Site on AutoZone’s Site. This license exists only for as long as you continue to be a ProCarCareZone^SM customer and shall be terminated at the time your ProCarCareZone^SM Site is terminated. You acknowledge that AutoZone does not pre-screen Content, but that AutoZone and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, AutoZone and its designees shall have the right to remove any Content that violates the TCS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
12. CUSTOMER RESTRICTED USE OF SITE. Customer SHALL NOT by themselves or with the assistance or in conjunction with any agent, employee, or third party, do the following:

1. Copy or adapt the HTML code that AutoZone creates to generate its pages. It is also protected by AutoZone’s copyright.
2. Copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer right in the Service or Products.
3. Modify the Service or Products in any manner or form, or to use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service.
4. Access the Service by any means other than through the interface that is provided by AutoZone for use in accessing the Service.

13. AUTOZONE PROPERTY, INTELLECTUAL & PROPRIETARY RIGHTS. Customer acknowledges and agrees that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by AutoZone or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. You also agree to not attempt or otherwise copy, modify, reverse engineer, decompile, reverse assemble, or otherwise attempt to sell, assign, sublicense, grant a security interest in or otherwise transfer any right to the Service or your access to the Site. Customer agrees not to access the Service by any means other than through the interface that is provided by AutoZone for use in accessing the Service. Customer also agrees not to assist any third party in obtaining unauthorized access to the Service.
14. ADVERTISEMENT RESTRICTIONS. Customer agrees not to place any advertisements for third parties and to not place any advertisements for their own Shop Site that violates the TCS.
15. LINK RESTRICTIONS. The Service may provide, or third parties may provide, links to other World Wide Web sites, Internet sites, or private network sites, or resources. Because AutoZone has no control over such sites and resources, Customer acknowledges and agrees that AutoZone is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that AutoZone shall not be 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 site or resource. Customer also agrees that they will not include any links or otherwise provide connections to resources that are not approved by AutoZone including, but not limited to, sites that compete with AutoZone or its affiliates, sites that are defamatory in nature, or inappropriate or objectionable sites that are in violation of this TCS.
16. MODIFICATIONS OF SERVICE. AutoZone reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Customer agrees that AutoZone shall not be liable to Customer or to any third party for any modification, suspension or discontinuance, or valid termination of the Service.
17. NO RIGHT TO RESELL. Customer agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service.
18. USE AND STORAGE. Customer acknowledges that AutoZone may establish general practices and limits concerning use of the Service. Currently, each ProCarCareZone^SM address allows particular Customers to have 15MB of disk space for Customer’s files.
19. SUCCESSORS AND ASSIGNS. Customer may not sublicense or lease the Service including the Shop Site, or any of the Service’s accompanying documentation to any other person or entity. This Agreement shall inure to the benefit of and be binding upon each of the parties and their respective successors and assigns, but neither the rights nor the duties of Customer under this Agreement may be voluntarily assigned or delegated without the prior written consent of AutoZone. Customer may not assign the rights under this Agreement to any other person or entity, including entities that may be assigned the rights by way of ownership (current or future), merger, or acquisition. Such duties under the contract shall be binding on such successors and assigns after approval of assignment by AutoZone. Any unauthorized assignment to other persons or entities on the part of the Customer shall terminate this Agreement. AutoZone may assign all or any part of its rights and delegate its duties under this Agreement without the consent of Customer.
20. DISCLAIMERS. CUSTOMER EXPRESSLY UNDERSTAND AND AGREE THAT CUSTOMER’s USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AUTOZONE 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. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER’s OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
21. WARRANTY DISCLAIMER. AUTOZONE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET CUSTOMER’s OR ANY OTHER PARTY’s REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’s OR ANY OTHER PARTY’s EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OF ANY OTHER PARTY FROM AUTOZONE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TCS.
22. INTERNATIONAL USE AND ARBITRATION. Recognizing the global nature of the Internet, Customer agrees to comply with all local rules regarding online conduct and acceptable Content. Customer specifically consents to the jurisdiction of the United States and to the applicability of its laws. Specifically, Customer agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Customer resides. Should there be a dispute that is not settled and that is taken to trial and if the enforcement of any judgment made pursuant to this TCS is deemed unenforceable by the government or courts of Customer’s claimed country of domicile, both parties agree to submit the matter to binding arbitration. Arbitration shall take place in the city of Memphis, TN.. The arbitrator shall be chosen by mutual agreement of the parties. If the parties cannot agree as to an arbitrator, an arbitrator shall be appointed by the American Arbitration Association (“AAA”). Customer shall bear the costs of arbitration. The substantive and procedural law of the State of Tennessee shall apply to the proceedings. Equitable remedies shall be available in any arbitration. The arbitrator shall have no authority to award attorney’s fees or to award punitive damages to either party. The parties agree that any court of competent jurisdiction shall have the authority to enforce any award of the arbitrators. This clause 24 is subject to the Federal Arbitration Act, 9 U.S.C.A. § 1 et seg.
23. EXCLUSIONS AND CHOICE OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS ABOVE MAY NOT APPLY TO YOU. NEVERTHELESS, CUSTOMER SUBMITS TO THE JURISDICTION OF THE UNITED STATES AND TENNESSEE AND AGREES TO BE BOUND BY SUCH EXCLUSIONS. THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE WITHOUT GIVING EFFECT TO PRINCIPLES OF LAW THEREOF. THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF THE LOCAL, STATE AND FEDERAL COURTS LOCATED IN SHELBY COUNTY, TENNESSEE. ANY AND ALL DISPUTES OR CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT IN THE APPROPRIATE LOCAL, STATE OR FEDERAL COURT LOCATED IN SHELBY COUNTY, TENNESSEE.
24. NOTICE. AutoZone has no duty to notify Customer to changes to the Service. Customer agrees that any notices give may be given to Customer via either email or regular mail. In case of regular mail notices, the delivery shall be effective when the notice is received. As to email notices, the notice shall be effective upon a delivery receipt delivered to AutoZone. The Service may also provide notices of changes to the TCS or other matters by displaying notices or links to notices to Customer generally on the Service.
25. COMPLETE AGREEMENT. The TCS, privacy policy, and other terms of use of the AutoZone Products constitute the entire agreement between Customer and AutoZone and govern Customer’s use of the Service, superceding any prior agreements between Customer and AutoZone or (including, but not limited to, any prior versions of the TCS) regarding the ProCarCareZone^SM and the subject matter reasonably related thereto. Terms of Service relating to other AutoZone services or Products are governed by separate Terms of Service. Customer also may be subject to additional terms and conditions that may apply when Customer uses an affiliate or other AutoZone services, third-party content or third-party software.
26. WAIVER. The failure of AutoZone to exercise or enforce any right or provision of this or any other TCS shall not constitute a waiver of such right or provision. The failure of AutoZone at any time to require performance by Customer of any provision of the applicable TCS shall in no way affect AutoZone’s right to enforce such provision, nor shall the waiver by AutoZone of any breach of any provision of the applicable TCS be taken or held to be a waiver of any further breach of the same provision or any other provision.
27. SEVERABILITY. If any provision of this or any other applicable TCS is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired. Any illegal, invalid, or unenforceable provision in the TCS shall be modified to conform to the law, rule, regulation, or guideline with which it conflicts.
28. LIMITATION OF LIABILITY. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT AutoZone SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AutoZone HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (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 SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’s TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. CUSTOMER FURTHER AGREES THAT ANY LIABILITY HEREUNDER RELATED TO THE SERVICE SHALL BE LIMITED TO THE YEARLY SUBSCRIPTION RATE OF THE UNDERLYYING PRODUCT SUBSCIBED TO BY CUSTOMER.
29. CLAIM TIMEFRAME LIMITATION. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TCS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TCS are for convenience only and have no legal or contractual effect.
30. CUSTOMER RESPONSBILITY TO REPORT. Customer agrees to report any known violations of the TCS to AutoZone either by email, applicable forms or by mail.