Heya Terms And Conditions
Effective Date: [August 6, 2007] and Updated [July 2008]
Welcome to [heya.toyota.com] (the “Site”). The Site is operated by Toyota Motor Sales, U.S.A., Inc. (hereinafter referred to as “Toyota”). Only those individuals who have been approved by Toyota and issued a pass code may participate in this Site (“Members”). Through this Site, Toyota provides Members with access to a variety of resources, including communication forums and Member profiles (collectively, the “Service,” or, where applicable, the “HEYA Program”). If you are not an intended viewer, please do not use or view the Site. Also, if you are unable to agree to any of these Terms and Conditions, please do not use the Site.
These Terms and Conditions constitute a legal agreement (“Agreement”) between you and Toyota. By using this Site (including without limitation, downloading any wallpapers from this Site, you (1) represent that you are of majority in the state in which you legally reside (and at least 18 years of age); (2) represent that you are a legal United States resident; (3) represent that you have been selected by Toyota to be a Member of the Site; and (4) agree to be bound by the terms and conditions of this Agreement and any guidelines, policies and codes of conduct issued to you from time to time (collectively, the “Code of Conduct”). Even if you do not complete the application and activation process or otherwise use or access the Service, you will be bound by the terms and conditions of this Agreement (to the extent applicable to you) when you visit the Site. Any questions or comments regarding, or problems with, the Site should be sent to the Site Administrator at help@heya.toyota.com
In this Agreement, “you”, “your”, and “Member” shall refer to each viewer or user, and his or her agents (unless the context requires otherwise), and “we”, “us” and “our” refer collectively to Toyota. This Agreement explains our obligations to you, and your obligations to us in relation to the Site and the Service.
Please note that we may at any time revise this Agreement by updating this posting. You are bound by such revisions and should therefore visit this page to review the current terms and conditions of this Agreement from time to time. Note that the terms and conditions of this Agreement only apply to the use of the site and the service and other websites provided by Toyota such as www.toyota.com have different terms and conditions that apply to the use of those websites.
1. DESCRIPTION OF SERVICE
(a) General. The Service consists of (i) profiles of Members (the “Profiles”), (ii) the OPEN FORUM forum where you can post your observations of exciting and interesting trends in society (the “Open Forum”), (iii) the TEAM UP WITH TOYOTA forum where you can post your ideas for Toyota or where Toyota will ask you for your thoughts and ideas on specific topics (the “Team Up With Toyota Forum”), (iv) the YOUR PROJECTS forum where you can share ideas you have for a personal project with Toyota and other Members and (v) the GROUPS forum where you can join other members with common interests and post your observations on interesting trends on the Groups topics (the “Your Projects Forum” and together with the Open Forum, Team Up With Toyota Forum, Groups, the “Forums”). Certain of these Forums and other features of the Service may permit you to post comments, ideas, opinions, stories, pictures, videos and other materials (collectively, “Submissions”).
You acknowledge and agree that the Service is for your personal use only, and that you may not transmit, broadcast, upload to any computer or mobile device, create derivative works of, or make commercial use of the Service or any material provided or obtained through the Service, including, but not limited to, Submissions, concepts, names, images and other information used in the Forums and the Profiles (the foregoing materials are, collectively, referred to herein as the “Content”), except as specifically permitted in this Agreement. You may not, or attempt to (or otherwise authorize, encourage or support others’ attempts to), circumvent, re-engineer, decrypt, break or otherwise alter or interfere with the Service or the Content, or any technology used to support the Service.
(b) Profiles. One of the features of the Service permits the display of the Profiles for viewing by all Members. Your Profile will contain, at a minimum, your username. You may, in your sole discretion, include additional Submissions in your Profile, such as a picture, a link to your favorite website, a list of things that you love, and tags. Your Profile may not include the following: telephone numbers, street addresses, personally identifying information including, without limitation, last names, and any photographs containing nudity, or obscene, lewd, violent, harassing, sexually explicit or otherwise objectionable subject matter, or links to any website that contains the foregoing items. Also, any Submissions you include in your Profile must comply with our policy regarding Submissions set forth in Section 3 below. Please choose the Submissions that you wish to include in your Profile carefully as it will be available to all other Members. Toyota assumes no liability or responsibility for the communication between members and the submissions provided by any member in connection with their profile.
(c) Open Forum. The Open Forum is a forum where Members can post Submissions with observations of exciting and interesting trends in society. Any Submissions that Members post to the Open Forum will become the sole property of Toyota, in accordance with Section 3(c), below.
(d) Team Up With Toyota Forum. The Team Up With Toyota Forum is a forum where Members can post Submissions that include ideas for Toyota, or where Toyota will ask for Members’ thoughts and ideas on specific topics. Any Submissions that Members post to the Team Up With Toyota Forum will become the sole property of Toyota, in accordance with Section 3(c), below.
(e) Groups Forum. The Groups Forum is a forum where members with similar interests can join sub-forums or groups and post Submissions within the individual groups with their observations of exciting and interesting trends that relate to groups topics. Members may also suggest group topics to Toyota through the “Suggest A Group” link within the Groups Forum. Toyota will review and approve new group topics before conversations can begin within the Groups Forum. Any Submissions that Members post to the Groups will become the sole property of Toyota, in accordance with Section 3(c), below.(f) Your Projects Forum. The Your Projects Forum is a forum where Members make Submissions in which they can post, share and develop ideas regarding their personal projects with other Members. Also, Toyota may, in its sole discretion, elect to sponsor any Submission posted to the Your Projects Forum by granting a $2,500 sponsorship fee (a “HEYA Sponsorship”), which sponsorship shall be subject to the terms of Toyota’s standard sponsorship agreement and such other agreements as may be required by Toyota. If you have developed an idea that you would like to share for comment by, and development with, other Members and be considered for a HEYA Sponsorship, you must post your idea in the Your Projects Forum according to the rules set forth on the Site (the “Application Criteria”). Your compliance with the Application Criteria does not mean you will receive a HEYA Sponsorship. Toyota, in its sole discretion, may elect not to grant a HEYA Sponsorship for any or no reason. Additionally, participation in the Your Projects Forum and being given consideration for a HEYA Sponsorship are subject to the following:
(i) If you wish to initiate and post an idea for a project in the Your Projects Forum, you will be deemed the “Project Leader.” If there is a dispute as to which Member first posted an idea and/or which Member should be deemed the Project Leader, Toyota or its designee shall determine in its sole discretion which Member shall be designated Project Leader, which decision shall be final and binding. For more information about the process of applying for and securing a HEYA Sponsorship, read How it Works: http://www.heya.toyota.com/howitworks.asp.
(ii) Other Members may respond to ideas posted to the Your Projects Forum, and make additional suggestions and help develop the project idea further on the Your Projects Forum. All contributions by the Project Leader and other Members in the Your Projects Forum shall be deemed “Licensed Submissions” as described in Section 3 below. Responding to an idea may not necessarily result in a Member being designated a project team Member. If there is a dispute as to whether or not a Member should be deem a project team Member, Toyota or its designee shall determine in its sole discretion which Member shall be designated project team member, which decision shall be final and binding. Toyota reserves the right to limit the number of project team Members as it determines in its sole discretion. The Project Leader and each project team Member shall be required to execute an “Affidavit of Eligibility, Liability & Publicity Release” in a form acceptable to Toyota (“Affidavit”). All other agreements including, without limitation, the HEYA Sponsorship agreement shall be entered into by the Project Leader for himself of herself and for the benefit of each of the project team Members, and each Member hereby grants such Project Leader authority to bind him or her to such agreements. Failure to properly execute an Affidavit by the Project Leader and each team project Member, or the Project Leader to execute such other agreements as may be required by Toyota will result in the project team’s candidacy for a HEYA Sponsorship being void.
(iii) The HEYA Sponsorship will be awarded, at the discretion of Toyota, either in the name of the Project Leader for the benefit of the project team Members, or jointly to all project team Members.
(iv) Toyota assumes no responsibility for any internal disputes between a Project Leader and other Members on a team project or in connection with a HEYA Sponsorship. In the event there is a dispute amongst Members participating in a project, or between a Project Leader and any of the project team members, the decision of the Project Leader shall be final and binding.
2. ACCESS TO SERVICE, APPLICATION AND ACTIVATION
(a) Access to the Service. To access the Service, you will first need to apply to become a Member and Toyota, in its sole discretion, must select you to become a Member. In addition, you must provide all equipment and software necessary to connect to the Service and to use any part of the Service. You are responsible for ensuring that your equipment and/or software do not disturb or interfere with Toyota’s or the Site’s operations or the Service. Any equipment or software causing interference shall be immediately disconnected from the Service and Toyota shall have the right to immediately terminate this Agreement. If any upgrade in or to the Service requires changes in your equipment or software, you must effect these changes at your own expense. Unless explicitly stated otherwise, any new or additional features that augment or enhance the current Service, including the release of new products and services, shall be subject to the terms and conditions of this Agreement. You agree to follow and comply with any applicable laws in your use of the Service.
(b) Application Process. You can apply to become a Member by (1) creating a user name and password, (2) submitting the following information about yourself as prompted by the application form located exclusively on the Site: (i) first and last name; (ii) age; (iii) address; (iv) email address; (v) gender; (vi) mobile phone number; (vii) occupation; (viii) ethnicity; and (ix) your personal website, if you have one , and (3) answering other questions as prompted by the application form (any information provided as part of the application is hereinafter collectively referred to as the “Application Data”). Toyota reserves the right to accept or reject any application for any or no reason, and shall not be obligated to engage in any correspondence with applicants. If you apply to become a Member, you agree that: (i) the Application Data you provide is true, accurate and complete information and (ii) maintain and promptly update the Application Data to keep it true, accurate, current and complete. If we have reasonable grounds to suspect that the Application Data is untrue, inaccurate or incomplete, we have the right to suspend or terminate your membership and refuse any and all current or future use of the Service (or any portion thereof). You acknowledge and agree that we may send you important information and notices regarding the Service by email. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate Application Data, including, but not limited to, your failure to receive critical information about the Service. You acknowledge, consent and agree that we may access, preserve, and disclose your Application Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Toyota, the Site, its users and the public.
(c) Activation Process. Once Toyota has received and reviewed your completed application, Toyota will notify you at the email address you provide in the Application Data if you have been invited to become a Member (the “Acceptance Notice”). Your Acceptance Notice will include a special pass code that will allow you to log onto the Site, build your Profile, activate your membership, and access the Services.
(d) Exclusive Use. When you activate your membership, you will be required to submit your same username and password that you used when you submitted your Application Data. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Toyota immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
(e) Modifications, Interruptions or Discontinuation of Service. Toyota reserves the right at any time and from time to time to modify, suspend, discontinue or permanently cancel the Service, or portions thereof, with or without notice to you. Without limiting the generality of the foregoing, Toyota reserves the right to delete, add to or modify the Content for any reason at any time, and to delete (or block your access to) any portion of the Service in the event we reasonably determine that the Service, your use of the Service or any element used to create the Service, infringes on or violates, or could infringe on or violate, any third party right or any applicable laws or government regulations.
(f) Third Party Products and Services. We may make available or provide access to products and services of independent third parties either directly or via links to websites operated by such third parties. Such products or services shall be purchased and/or obtained directly from such third party. You acknowledge and agree that Toyota shall not be a party to, or in any way responsible for, any transaction concerning products or services made available from such third parties or for any content or information presented in connection with any products or services of third parties or on such linked third party websites.
(g) Tagging. Throughout the Site, you will have the opportunity to create, post and click on “tags” that link to topics of interest. Some of these tags have been created by users. Other tags have been created by Toyota for your use and enjoyment.
(h) Additional Features. We may from time to time add additional features to the Service, and any such additional features shall be subject to additional terms and conditions which shall be posted (either on the Site or in a separate section) at the time such programs become available and shall be deemed incorporated into, and subject to, these terms and conditions of Service.
3. SUBMISSIONS, GRANT OF RIGHTS; WAIVER
(a) Generally. Throughout the Site, you are invited to post Submissions. Though the Site is designed to be a safe place to share your Submissions, Toyota cannot guaranty that other Members will not use the Submissions that you share. So, if you have an idea or other Submission that you would like to keep confidential and/or do not want others to use, do not post it to the Site. Toyota is not responsible for a member’s misuse or misappropriation of any submissions you post to the Site. You also understand that on an ongoing basis, Toyota and its parent, subsidiaries, affiliates, and their respective dealers, dealer associations and distributors, and each of their agencies and vendors (each a “Toyota Entity,” and collectively, the “Toyota Entities”) may generate ideas and engage in activities that appear similar to or incorporate the Submissions you post (the “Similar Activities”). You agree that you waive any and all claims you may have against the Toyota Entities related to any Similar Activities. Further, you acknowledge and agree that you are not entitled to any compensation as a result of a Toyota Entity’s engagement in any Similar Activities.
As described more fully below, any Submissions posted in the Profiles and Your Projects Forum shall be licensed to Toyota as set forth below (“Licensed Submissions”) and any Submissions posted in the Open Forum, Team Up With Toyota and Groups Forums shall be owned by Toyota (“Assigned Submissions,” and together with the Licensed Submissions, are collectively referred to as “Submissions”). In the event that you submit the same, similar, or substantively related Submissions to either of the Profiles or Your Projects Forums, and also to the Open Forum, Team Up With Toyota, GroupsForums, such Submissions shall be deemed Assigned Submissions.
(b) Profiles and Your Projects Forum Grant. When you post or transmit Submissions on or through the Your Projects Forum or Profiles portion of the Site, you grant the Site and the Toyota Entities a nonexclusive, perpetual, irrevocable, worldwide, sub-licensable, fully paid-up license to use, store, display, publish, transmit, transfer, distribute, reproduce, rearrange, edit, modify, aggregate your Licensed Submissions with other Content including, without limitation, other Submissions to create derivative works of and publicly perform those Submissions for any purpose on and through each of the services provided by the Site or on other sites owned by the Toyota Entities. For the purpose of clarity, you are the owner of your Licensed Submission, However, in addition to granting us the above license, you understand that any derivative works created from Licensed Submissions shall be deemed Assigned Submissions which we will own. This license shall apply to the distribution and the storage of your Licensed Submissions in any form, medium, or technology, now known or later developed. You represent and warrant that (i) you own the Licensed Submissions posted by you on or through the Your Projects Forum or the Profiles section of the Site or otherwise have the right to grant the license set forth in this Section 3(b), and (ii) the posting of your Licensed Submissions on or through the Service does not violate the privacy rights, publicity rights, copy rights, contract rights or any other rights of any person. You agree to secure any permissions, and pay for all royalties, fees, and any other monies owing any person by reason of any Licensed Submissions you posted to or through the Service.
(c) Open Forum, Team Up With Toyota Forum and Groups Forum Grant. By posting Assigned Submissions to or through the Open Forum, Team Up With Toyota Forum or Groups Forum, you hereby agree that all stories, comments, suggestions, idea, graphics or other information uploaded are deemed the property of the Toyota Entities and can be used by the Toyota Entities. The foregoing grant irrevocably assigns all right, title and interest, including, without limitation, any copyrights and other intellectual property law in and to your Assigned Submissions, which rights shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and apply for copyright registration for any or all of the Submissions, and all rights therein, in the name of Toyota, or its designee throughout the universe in perpetuity in any and all media now or hereafter known. This means neither you nor any other entity shall have the right to use or otherwise exploit the Assigned Submissions you post to the Open Forum, Team Up With Toyota Forum or Groups Forum.
You represent and warrant that (i) you own the Assigned Submission posted by you on or through the Open Forum, Team Up With Toyota Forum, or Groups Forum or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Assigned Submission on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Assigned Submission you posted to or through the Service.
(d) You agree to each of the conditions posted below and further agree that each of these conditions applies forever and broadly with regard to the Toyota Entities worldwide:
(i) Posting of Submissions to or through the Site, including ideas or disclosures of opinions, is voluntary on your part. No confidential or contractual relationship is established by your posting of Submissions or is to be implied by our review and/or subsequent use of your Submissions.
(ii) The Toyota Entities shall not be liable for any disclosure of any Submissions, including opinion(s) or suggestion(s), you post to or through the Site. Likewise, you agree the Toyota Entities shall not be obligated to use or disclose any Submission such as opinions or suggestions you submit, for commercial purposes or otherwise.
(iii) You agree that you have not received the Submissions from another person and you are free to submit such Submissions to us on the Site.
(iv) You understand that the Toyota Entities will have to right to use any Submissions in accordance with these Terms and Conditions, without compensation to you as the provider of the Submission.
(v) Once you have accepted the foregoing conditions, they are not subject to waiver or additional changes.
(e) Toyota may delete any Submissions you post that, in the sole judgment of Toyota, violate this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Toyota assumes no responsibility for monitoring the Services for inappropriate Submissions or conduct. If at any time Toyota chooses in its sole discretion to monitor the Services, Toyota nonetheless assumes no responsibility for the Content including, without limitation, the Submissions, has no obligation to modify or remove any inappropriate Submissions, and has no responsibility for the conduct of the Members submitting any such Submissions.
(f) You are solely responsible for the Submissions you post on or through the Service, and any other material or information that you transmit to other Members and for your interaction with other Members. Toyota does not endorse or have control over the Submissions posted by Members. Submissions posted by Members are not reviewed by Toyota prior to posting and do not reflect the opinions or policies of Toyota. Toyota makes no representations or warranties, express or implied as to the Submissions posted by Members or the accuracy and reliability of the Submissions or any other material or information that you transmit to other Members.
(g) The following is a partial list of the kind of Submissions that are illegal or prohibited to post on or through the Service. Toyota reserves the right to investigate and take appropriate legal action against anyone who, in Toyota’s sole discretion, violates this provision, including without limitation, removing the offending Submissions from the Service and terminating the membership of such violators. Prohibited Submissions include, but are not limited to Submissions, that in the sole discretion of Toyota:
1. create or utilize technology to generate fraudulent point activity including: bots, spiders, email or IM spam;
2. are patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
3. harass or advocate harassment of another person;
4. contain nudity, violence or offensive subject matter or contain a link to an adult website;
5. solicit personal information from anyone;
6. provide telephone numbers; street addresses, last names, or email addresses;
7. promote information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
8. promote an illegal or unauthorized copy of another person’s copyrighted work, including providing pirated computer programs or links to them, providing pirated music or links to pirated music files;
9. involve transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
10. further or promote any criminal activity or enterprise or provide instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
11. include promoting, selling or spamming on behalf of any other products or brands; or include an illegal or unauthorized copy of another person’s copyrighted work.
4. NO EMPLOYMENT
You understand and agree that no fiduciary relationship is established between you and us by your use of the Service or participation in the HEYA Program. Neither your use of the Service nor your participation in the HEYA Program shall be deemed to create the relationship of employer and employee, or principal and agent, joint venturer or partner between you and Toyota. Further, you recognize that you are not entitled to any compensation or to participate in or receive any fringe benefits normally granted to Toyota’s employees under such programs including, but not limited to, workers’ compensation, voluntary disability, travel accident insurance, medical/dental insurance, life insurance, long-term disability, holiday pay, sick pay, salary continuation pay, leaves of absence (paid or unpaid), pension plan and savings plan or lease vehicle program. You shall have no authority to execute contracts or make commitments on behalf of the HEYA Program or Toyota.
5. CONFIDENTIALITY
You understand and agree that though no fiduciary relationship is established between you and us by your use of the Service or participation in the HEYA Program, you may receive private information from Toyota, its parent, subsidiaries, affiliates, designees and/or contractors, including its advertising and promotions agencies (“Confidential Information”). You acknowledge and agree that you have no proprietary interest in the Confidential Information and will not disclose, communicate nor publish the nature or content of such information to any person or entity, nor use, except as authorized in writing by Toyota, any of the Confidential Information it produces, receives, acquires or obtains from Toyota, its parent, subsidiaries, affiliates, designees and/or contractors, including its advertising and promotions agencies. You will take all necessary steps to insure that the Confidential Information is securely maintained. In the event you becomes legally compelled to disclose any of the Confidential Information, you will provide Toyota with prompt notice thereof and shall not divulge any information until Toyota, or its parent, subsidiaries, affiliates, designees and/or contractors, including its advertising and promotions agencies, as applicable, has had the opportunity to seek a protective order or other appropriate remedy to curtail such disclosure. If such actions by Toyota, or its parent, subsidiaries, affiliates, designees and/or contractors, including its advertising and promotions agencies, as applicable are unsuccessful, or Toyota, or its parent, subsidiaries, affiliates, designees and/or contractors, including its advertising and promotions agencies, as applicable, otherwise waives its right to seek such remedies, you shall disclose only that portion of the Confidential Information which you are legally required to disclose.
6. DISPUTES BETWEEN MEMBERS
You are solely responsible for your interactions with other Members. Toyota reserves the right, but has no obligation, to monitor disputes between you and other Members and to terminate your Membership if Toyota determines, in its sole discretion, that doing so is prudent.
7. PRIVACY
See Toyota privacy policy, available here, for an explanation of our collection and use of personal information under this Agreement.
8. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Toyota, DrillTeam, their respective parents, subsidiaries and affiliates, their respective distributors, dealers, dealer associations and advertising and promotions agencies, together with their respective employees, agents, directors, officers and shareholders (collectively, “Indemnified Parties”), from and against all the liabilities, claims, damages and expenses (including reasonable attorneys’ fees and costs) arising out of your use of the Site, the Service or any Content, your breach or alleged breach of this Agreement, or your breach or alleged violation of the copyright, trademark, proprietary or other rights of third parties.
9. DISCLAIMER OF WARRANTIES. LIMITATION OF LIABILITIES AND RELEASE OF LIABILITY
You understand and agree that your use of the Site, the Service or any Content is solely at your own risk and that you will be solely responsible for any damage to your computer or loss of data that may result from such use. You agree that the Service and Content are provided on an “as is” and “as available” basis, except as otherwise noted in this Agreement. You acknowledge and agree that Toyota Entities shall have no liability to you, or to any third party, for any modification, suspension, discontinuance or termination of the Site, the Service or any feature or Content of the Site or the Service. Toyota makes no warranties that the Site, the Service or the Content will meet your requirements, or that the Site, the Service (or any downloads or other features thereof) or the Content will be uninterrupted, timely, secure, noninfringing or error free. No advice or information, whether oral or written, obtained by you from us or through the Site or the Service shall create any warranty not expressly made herein. You may not rely on any such information or advice. We assume no liability or responsibility for any errors or omissions in the Content of the Site or the Service or any product or service provided by a third party in connection with the Service. Any decision or action taken by you on the basis of information or Content is at your sole discretion and risk. To the extent jurisdictions do not allow the exclusion of certain warranties, some of the above exclusions may not apply to you.
Except in jurisdictions where such provisions are restricted, indemnified parties and their licensors and contractors (including any third parties providing all or part of the Service or Content) (collectively, “Released Parties”) shall not be liable or any indirect, incidental, special or consequential damages even if the Released Parties have been advised of the possibility of such damages. Without limiting the foregoing, we assume no responsibility, and specifically disclaim liability, for any damages relating to or caused by any viruses which may affect your computer equipment or other property on account of your access to or use of the Site, the Service or any Content. We cannot and do not guarantee continuous, uninterrupted or secure access to the Site or the Service. To the extent that a state does not permit the exclusion or limitation of liability as set forth herein, our liability is limited to the maximum extent permitted by law in such states.
You hereby release and discharge each of the Released Parties from and against any claims, damages, expenses and liability arising from or related to any injuries, damages or losses to any person (including death) or property or any kind resulting in whole or part, directly or indirectly, from your use of the Site, the Service or any Content, or the use by Toyota Entities or their designees of any rights granted by you.
10. INTELLECTUAL PROPERTY RIGHTS
Except as otherwise set forth herein, all right, title and interest in and to any intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in or practiced in connection with the Site, the Service and the Content are owned by the Toyota Entities or its licensors (collectively, “Toyota Intellectual Property Rights”), and you agree to make no claim of interest in or ownership of any such Toyota Intellectual Property Rights. You acknowledge that no title to the Toyota Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the Service or the Content other than the rights expressly granted in this Agreement. Without limiting the generality of the foregoing, you acknowledge and agree that the trademarks, logos and service marks, whether registered or unregistered (collectively, the “Trademarks”) used on the Site, including “HEYA” and “Toyota”, are Trademarks of Toyota Entities or third parties. Nothing contained on the Site or obtained through the Service (including any Content) should be construed as granting by implication, estoppel or otherwise, any license or right to use any such Trademarks without our written consent and/or the consent of such third party that owns the Trademarks. Any use of the Trademarks on the Site is prohibited.
11. COPYRIGHT INFRINGEMENT AND COPYRIGHT AGENT
We respect the intellectual property of others, and we ask our users to do the same. If you are the owner of a United States copyright and you believe that your work has been copied on the Site in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information:
(A) a physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(B) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(C) a description of where the material that you claim is infringing is located on the Site;
(D) your address, telephone number, and e-mail address;
(E) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(F) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Our agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:
Drillteam
221 West 17 Street
5th Floor
New York City, NY 10011
Attn: HEYA TEAM
By e-mail: help@heya.toyota.com
12. TERMINATION
We reserve the right to terminate this Agreement and your access to the Site or the Service immediately, without notice or any liability to you, if you fail to comply with any term or condition of this Agreement.
13. DISPUTES
You agree that (a) any and all disputes, claims and causes of action arising out of, or connected with, the Site or the Service (including without limitation, any alleged violation of this Agreement, any controversy relating to the arbitrability of any dispute, or any claim that this Agreement (or any part thereof) is invalid, illegal or otherwise voidable (or void)) shall be resolved individually, without resort to any form of class action, and exclusively by arbitration to be held solely in Los Angeles, California under the auspices of the American Arbitration Association and pursuant to its Commercial Dispute Resolution Rules and Procedures; (b) you hereby waive any rights you may have to trial by jury in regard to an arbitrable claim, including without limitation, any right to trial by jury as to the making, existence, validity, or enforceability of this provision; (c) any and all claims, judgments, liabilities and/or awards shall be limited to actual out-of-pocket costs incurred, including costs associated with your use of the Site or the Service, or otherwise accessing the Site or the Service, but in no event attorneys’ fees; and (d) under no circumstances will you be permitted to obtain awards for, and you hereby waive, all rights to claim, punitive, special, incidental and/or consequential damages and any other damages, other than out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. Some jurisdictions do not allow the limitations or exclusion of liability for incidental or consequential damages, so the above may not apply to you. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. This arbitration provision shall be deemed to be self-executing, and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Site or the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Site, the Service or any content or other material used or displayed on the Site or the Service.
All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, your rights and obligations, or our rights and obligations in connection with the Site or the Service, shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A., without giving effect to any choice of law or conflict of law rules (whether of the State of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York.
14. MISCELLANEOUS
(a) Notices And Announcements. Except as expressly provided otherwise herein, all notices to Toyota shall be in writing and delivered via overnight courier or certified mail, return receipt requested to:
By mail:
Drillteam
221 West 17 Street
5th Floor
New York City, NY 10011
Attn: HEYA TEAM
(b) Severability. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
(c) Entire Agreement. You agree that this Agreement and the Code of Conduct constitute the entire, complete and exclusive agreement between you and us regarding the Site and the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.. .
(d) Assignment And Resale. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. You agree not to resell the Service or any portion thereof.
(e) Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Toyota. The remedies of Toyota under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. Any failure by us, at any time or from time to time, to enforce any of our rights under this Agreement shall not constitute a waiver of such right.
(f) Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
(g) Survival. In the event this Agreement terminates as provided herein, Sections 3, 5, 8, 9, 10, 13 and 14 of this Agreement shall survive such expiration or termination.