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Terms of Use Agreement

Last updated: September 30, 2008

  1. INTRODUCTION
    This Terms of Use Agreement (the "Agreement" and the "Terms") is made by and between Matrix System Automotive Finishes, LLC, a Michigan limited liability company ("Matrix", the "Company", "us", "we" and "our"), and you ("you," "your" or "user"). This Agreement contains the terms and conditions that govern your use of the Matrix website located at http://www.matrixsystem.com and any tools hosted on the Matrix website, its content, the software and the associated materials and services ("Services") made available through this website (collectively, the "Matrix Website").
  2. AGREEMENT
    By using the Matrix Website or in any way or simply by accessing the Matrix Website signifies your constructive and actual notice and knowledge of, and your agreement to be bound by, the most current version of the Terms as posted on the Matrix Website.

    From time to time, Matrix may define and post on the Matrix Website additional service-specific terms, rules, codes of conduct or guidelines, such as return guidelines, ("Guidelines") that govern such specified service. Additionally, you may be required to execute, or have previously executed, a Refinisher Jobber Contract with Matrix before you will be allowed to access certain Services or areas or tools hosted on or through the Matrix Website. In the event of a discrepancy between these Terms, and the Guidelines or any Refinisher Jobber Contract made between you and Matrix, including the Privacy Policy located at http://www.matrixsystem.com/privacypolicy.html, these Terms shall control. In no way shall this provision be construed to incorporate, acknowledge or make any recommendation regarding third-party terms and conditions, for example, terms and conditions that may govern your use of any third-party website or content. It is solely your responsibility to ensure that your use of any and all third-party website or content is in compliance with any and all third-party requirements.

    If you do not wish to be bound by this Agreement and its Terms, do not use the Matrix Website or the Services hosted thereon. If you have already established an Account under Section 3 and you do not wish to continue to be bound by this Agreement, you should terminate your Account.
  3. ACCESS TO THE MATRIX WEBSITE, SERVICES AND YOUR RESPONSIBILITIES
    1. To access the Matrix Website or some of the Services it has to offer, you may be asked to (i) provide certain registration details or other information; and (ii) to establish a Matrix Website account specific to you (your "Account"). You are solely responsible for all actions taken using your log-in and password. You must make every effort to keep your password safe and should not disclose it to anyone. You shall not permit, either directly or indirectly, any other person to use your log-in or password. we are not responsible for any losses or problems you suffer as a result of your disclosure of your log-in or password information to anyone else.
    2. To create your Account, log-in and/or to participate in any Services, you must qualify and agree to the conditions set forth below. Failure to qualify and to continuously abide by any of the following conditions constitutes a breach of this Agreement. Specifically, you agree that:
      1. All information that you provide in your registration form for the purposes of establishing your Account is true and correct and you will promptly notify us of any changes to such information;
      2. You acknowledge that in establishing your Account you have provided us with certain personal information about you. While we normally keep this information confidential, you agree that it may be necessary, from time to time, for us to disclose certain personal information to third parties and you consent to all such disclosures. Please see our Privacy Policy for further information;
      3. Your Account is for your sole use only and must not be used by any third party. you shall not allow any third party to use your Account, password, log-in or user ID to access or use the Matrix Website to arrange, enter, and/or participate in Services, or for any other purposes. we take no responsibility for any third party access to your Account;
      4. You have verified and determined that your use of the Matrix Website and its Services does not violate any law or regulation in any jurisdiction that applies to you. It is your sole responsibility to ensure that this is the case. We reserve the right to withhold sale if we believe that shipping to you might violate any law or regulation in any jurisdiction that may apply to you;
      5. You fully understand the methods, rules and procedures of the Services, and your use of the Matrix Website and Services will always comply fully with this Agreement, the Privacy Policy and any applicable rules, guidelines and/or the Refinisher Jobber Contract;
      6. You will not engage in any conduct that injures or may injure the business, reputation or goodwill of Matrix;
      7. You possess the legal authority to enter into this Agreement including the authority to accept all of these Terms;
      8. You shall not infringe or encroach upon Matrix's or any third party's personal, contractual or proprietary rights, including, without limitation, patents, trademarks, copyrights, rights of privacy or publicity or trade secrets;
      9. You are physically located in a U.S. State, or a jurisdiction located outside the United States, in which participation in connection with Matrix or the Matrix Website or Services (including shipment of paint and related products) is not prohibited by the law of that State or jurisdiction;
      10. You will not use the Matrix Website or its Services for fraudulent or otherwise illegal purposes; should you learn that any user is using the Matrix Website or Services for fraudulent or otherwise illegal purposes, you will immediately notify us in writing;
      11. You understand that we may monitor your Internet access location, without creating an obligation to do so, and may use techniques which are intended to block or restrict access from a jurisdiction in which participation in the Matrix Website and/or Services is illegal or restricted; and
      12. You will not mask your identity in any way, including without limitation, IP masking by accessing the Matrix Website over any type of Proxy Server, through IP masking software or the like.
    3. Local Laws
      Matrix controls and operates the Matrix Website from its headquarters in the United States of America and makes no representation that the materials are appropriate or will be available for use in other locations. Information Matrix publishes on the Matrix Website may contain references or cross references to Matrix products and Services that are not announced or available in your country. Such references do not imply that Matrix intends to announce such products or Services in your country. Consult your local Matrix business contact for information regarding the products and Services that may be available to you. Unless otherwise explicitly stated, all marketing or promotional materials found on the Matrix Website are solely directed to individuals, companies or other entities located in the United States. If you use the Matrix Website from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations.
    4. Export Control
      The materials on the Matrix Website are subject to the United States Export Administration Laws and Regulations. Diversion of such materials contrary to United States law is prohibited. Neither the materials, nor any information acquired through the use of the Matrix Website, may be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor may it be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes. You shall comply strictly with all United States export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

      WE DO NOT WARRANT THAT THE MATRIX WEBSITE AND/OR ANY SERVICES PROVIDED BY MATRIX THEREON ARE IN COMPLIANCE WITH ALL THE LAWS AND REGULATIONS IN ANY LOCALITIES, INCLUDING YOUR LOCALITY. IT IS YOUR RESPONSIBILITY TO ENSURE COMPLIANCE WITH THE LAWS AND REGULATIONS OF YOUR LOCALE. PLEASE BE CERTAIN TO USE THE SERVICES AND PARTICIPATE IN THE MATRIX WEBSITE OR SERVICES ONLY AFTER YOU HAVE DETERMINED IN GOOD-FAITH THAT THEY ARE IN COMPLIANCE WITH STATE, LOCAL AND OTHER GOVERNING LAWS AND REGULATIONS.
  4. PROMOTIONS
    Matrix may contain or offer sweepstakes, contests or other promotions, which may be governed by a separate set of rules that describe the sweepstakes, contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine any requirements of you in connection with the applicable sweepstakes, contest or promotion.
  5. RESTRICTIONS ON USE
    1. You may use this Matrix Website only for purposes expressly permitted by the Matrix Website or permitted in your Refinisher Jobber Contract with Matrix. You may not use the Matrix Website for any other purpose, including any other commercial purpose, without Matrix's express prior written consent. For example, you may not (and may not authorize any other party to) (i) co brand this Matrix Website, or (ii) frame this Matrix Website, or (iii) hyper-link to this Matrix Website, without the express prior written permission of an authorized representative of Matrix. You agree to cooperate with Matrix in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.
    2. Children. Only persons 18 years of age or older may purchase items from the Matrix Website. If you are under 18, you may not purchase items without the direct supervision and express approval of your parent or legal guardian who will in any event be liable for such purchases. If you are a parent or guardian, you are charged with monitoring and supervising the use of the Matrix Website by minors under your care. You agree to be responsible for their use of the Matrix Website in all respects.
  6. PROPRIETARY INFORMATION
    The material and content accessible from this Matrix Website, and any other website owned, operated, licensed, or controlled by Matrix is the proprietary information of Matrix or the party that provided the content to Matrix, and Matrix or the party that provided the content to Matrix retains all right, title, and interest in this content. Accordingly, such content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Matrix. In any event, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the content. Modification or use of this content except as expressly provided in these Terms violates Matrix's intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Matrix Website.

    Trademarks, service marks, and logos appearing in this Matrix Website are the property of Matrix or the party that provided the trademarks, service marks, and logos to Matrix. Matrix and any party that provided trademarks, service marks, and logos to Matrix retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this Matrix Website.

    You may not copy, download, modify or create derivate works, rent, lease, loan, distribute, re-use, adapt, publish, transmit, attempt to decompile, decipher, disassemble, reverse engineer, decrypt or otherwise use or exploit any software or other works or content from the Matrix Website unless we have expressly allowed you to do so. You agree that all proprietary rights, including all trademark, copyright, patent or trade secret rights, inherent in such software, works and content is owned by us or applicable third parties.
  7. THIRD PARTY CONTENT
    The Matrix Website and content available through the Matrix Website may contain links to other web sites and/or contain features and functionalities, which are independent of Matrix. Such links, content and Services (including, web sites, directories, servers, systems, networks, databases, information, programs, software products or services) are provided as a service to users and are not sponsored by or affiliated with this site or Matrix. You understand that content posted on, transmitted through, or linked on the Matrix Website or using the services thereon, are the sole responsibility of the person from whom such content originated. Your interactions, including payment and delivery for goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations, entities or individuals. Matrix makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other website is at your own risk. Further, the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by Matrix of that site.
  8. INFORMATION OR CONTENT THAT YOU PROVIDE
    Generally. Although Matrix does not claim ownership of any content you provide to them, you hereby grant to Matrix the royalty-free, perpetual, irrevocable, unrestricted worldwide, non exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information that you send, submit, publish, transmit, communicate, provide or otherwise transfer to Matrix or through the Matrix Website, (the "Submission"), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Matrix will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Matrix operations.

    Matrix will treat any personal information that you submit through the Matrix Website in accordance with its Privacy Policy located at http://www.matrixsystem.com/privacypolicy.html.
  9. PRICING
    1. Confirming Prices. Items in your Shopping Cart will always reflect the most recent price displayed on the item's product detail page. Please note that this price may differ from the price shown for the item when you first placed it in your cart. Placing an item in your cart does not reserve the price shown at that time. It is also possible that an item's price may decrease between the time you place it in your cart and the time you purchase it. Some discounts are limited-time offers. Also, as the discount we are able to offer for any item is dependent upon its availability, Matrix's price will necessarily change on occasion.
    2. With respect to some items sold by on the Matrix Website, we cannot confirm the price of an item until you order; however, we do NOT charge your credit card until after your order has entered the shipping process. Despite our best efforts, a small number of the items in our catalog may be mispriced. If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.
    3. The prices and availability of products on the Matrix Website may change without notice to you at any time in Matrix's sole discretion. Matrix shall have the right to refuse or cancel any orders placed for product listed at incorrect price. Matrix shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Matrix shall promptly issue a credit to your credit card account in the amount of the charge.
  10. WE DISCLAIM ALL OBLIGATIONS TO YOU
    1. Matrix has no obligation to check whether users are using the Matrix Website in accordance with this Agreement or any other agreement.
    2. No content is necessarily complete and up-to-date and, accordingly, should not be used to replace any written reports, statements, or notices provided by Matrix. Investors, borrowers, and other persons should use the content in the same manner as any other educational medium and should not rely on the content to the exclusion of their own professional judgment. Information obtained by using this Matrix Website is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.
  11. RELEASE
    You agree that Matrix shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Matrix Website and/or Services and hereby release Matrix, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
  12. WE MAKE NO WARRANTY
    YOUR USE OF THIS SERVICE WEBSITE AND ALL SERVICES IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. MATRIX DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. MATRIX DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS MATRIX WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS MATRIX WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MATRIX DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MATRIX MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT MATRIX, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SERVICE WEBSITE OR ITS CONTENT. MATRIX MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
  13. LIMITATION ON LIABILITY
    MATRIX, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF MATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF MATRIX AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO MATRIX FOR THE APPLICABLE GOODS OR SERVICES OUT OF WHICH LIABILITY AROSE.
  14. TERM AND TERMINATION
    1. Generally
      We expressly reserve the right to terminate your Account (including your log-in and password) and any other agreements you may have with Matrix if you have breached any of the Terms, or your use of the Services have been in any way improper or breach the spirit of this Agreement.
  15. COPYRIGHT AND INTELLECTUAL PROPERTY POLICY
    1. Matrix understands the value and importance of intellectual property rights and makes every effort to respect the legitimate intellectual property rights of others. Matrix does not review all of the material posted on or submitted through their website and has no responsibility for any content that you may find or access when using Matrix's products or Services.

      Matrix takes all concerns related to intellectual property seriously and it is Matrix's policy, at its discretion and in appropriate circumstances, to cancel, disable or terminate any user's account who infringes or appear to infringes the intellectual property rights of others.
    2. Notice of Copyright Infringement
      If you believe that any material on this website infringes a copyright, or any valid intellectual property right, please provide the following information to Matrix's DMCA Agent.
      1. A physical or electronic signature that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
      2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on our website;
      3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
      4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
      5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
      6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
        Please provide this information to Matrix's DMCA Agent, who can be reached as follows:

        By Mail: DMCA Agent By E-Mail: legal@matrixsystem.com
        Matrix System Automotive Finishes, LLC
        850 Ladd Road, Bldg. E
        Walled Lake, MI 48390

        Due to security concerns, no attachments cannot be accepted on notices sent via e-mail. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.
  16. INDEMNITY
    You agree to indemnify and hold Matrix, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any breach of these Terms by you, including any use of content other than as expressly authorized in these Terms. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this Matrix Website.
  17. SECURITY
    You are prohibited from using any Services or facilities provided in connection with this Matrix Website to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Matrix reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Matrix reserves the right to investigate suspected violations of these Terms.

    Matrix reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Matrix to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS MATRIX FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY MATRIX DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER MATRIX OR LAW ENFORCEMENT AUTHORITIES.
  18. MISCELLANEOUS
    These Terms will be governed and interpreted pursuant to the laws of Michigan, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Michigan in connection with any dispute between you and Michigan arising out of these Terms or pertaining to the subject matter hereof. The parties to these Terms each agree that the exclusive venue for any dispute between the parties arising out of these Terms or pertaining to the subject matter of these Terms will be in the state and federal courts closest to Walled Lake, Michigan. If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this Matrix Website will govern the items to which they pertain. Matrix may revise these Terms at any time by updating this posting.

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