You represent, warrant and covenant that all information and data provided to the TIS Sites by You or entered into the TIS systems by You shall be complete and accurate.
These Sites are for your commercial use in connection with the servicing of Toyota, Lexus, and Scion brand vehicles. Any other use of the Sites requires the prior written consent of Toyota.
2. DESCRIPTION OF THE TIS SITES.
The TIS Sites contain information regarding TMS and its products, including Techstream software, services, maintenance guidelines, technical guidelines, customer service related information, Toyota Trademarks (as defined below), pictures, information, digital images, featured articles, surveys, applications, and other content (collectively, “Content”), all of which is protected under copyright law and/or other federal and state laws. Content may be in the form of text, data, sound, graphics, images, pictures, photographs, videos, software or other forms now known or later invented.
The Toyota and Lexus products and services described on the TIS Sites contain uniquely North American specifications and equipment and are offered only in North America. The programs offered on the TIS Sites are only available in North America. and may be limited to particular countries and states as described by the terms of such programs.
3. ACCESS TO THE TIS SITES.
4. CONFIDENTIALITY OF THE TIS SITES.
USE OF THE TIS SITES FOR MARKETING PURPOSES IS STRICTLY PROHIBITED. UNAUTHORIZED DOWNLOADING IS PROHIBITED. IF YOUR ACCOUNT USAGE DEMONSTRATES EXCESSIVE TRAFFIC, YOUR ACCOUNT MAY BE AUTOMATICALLY AND PERMANENTLY DISABLED BY TMS WITHOUT NOTICE TO YOU. In addition, you agree to comply with all applicable laws, regulations and other legal requirements relating to your access to and use of the TIS Sites.
5. LICENSE TO ACCESS AND USE OF THE TIS SITES.
TMS grants You a limited, non-exclusive, non-transferable, revocable right and license to access and use the TIS Sites (including the Content and Mobile Services (the latter, as defined below)) only (i) if You are an employee of a Dealer, as required to perform Your valid job duties solely for such Dealer’s Own Internal Benefit, (ii) if You are an employee of an Authorized User of a Dealer, solely as necessary for such Authorized User to provide services to the Dealer for such Dealer’s Own Internal Benefit, (iii) if You are an employee of an Authorized User for TMS, solely as necessary pursuant to such Authorized User’s written agreement with TMS, (iv) if You are an employee of TMS or a private distributor, as authorized by TMS, and as required to perform Your valid job duties, or (v) any other Authorized User, as approved directly by TMS. TMS retains all rights not expressly granted herein. TMS may, in its sole discretion, suspend, discontinue or terminate this license to You at any time with or without notice for any reason. “Own Internal Benefit” shall mean the use of information by Dealer only to the extent necessary for its commercial operations as an authorized Toyota or Lexus dealer, (but not any ancillary or affiliated business) and consistent with the terms of this Agreement, the Toyota Dealer Agreement or the Lexus Dealer Agreement, as applicable, including but not limited to, the provisions governing the confidentiality, use, and misuse of information. When making use of mobile enabled functionality, whether through an Apple, Inc., Amazon.com, Inc., Google, Inc., Microsoft Corporation, Samsung Electronics America, Inc. or any other third party device, app store or platform (each a “Third Party Platform Provider”), this license is limited to a non-transferable license to use certain TIS functionality on an applicable mobile device that you own or control. This license is between TMS and You (and not the Third Party Platform Provider) and is effective until terminated by TMS or by You. As between TMS and the Third Party Platform Provider, TMS is responsible for the TIS Sites and the Content, not the Third Party Platform Provider. This license does not allow You to access or use the TIS Sites on a device that You do not own or control, and You may
distribute or make all or any portion of the TIS Sites available over a network where it could be used by multiple devices at the same time.
When You download any Content, including TMS-provided software for the purpose of diagnosis, maintenance and repair, from any of the TIS Sites (a “Download”), You understand that it is owned by TMS, its affiliates and/or licensors, as applicable, and is protected by intellectual property laws. TMS hereby grants, and You hereby accept, a limited, non-exclusive, non-transferable, revocable right and license to download and use the object code version of the Download(s) on Your own computer and/or mobile device that is compatible solely for Your Own Internal Benefit as a Dealer or an Authorized User of a Dealer, or to perform Your valid job duties if you are an employee of TMS, a private distributor or an Authorized User of TMS. You acknowledge and agree that the Download(s) You use or make available to Your customers are solely for the purpose of educating and informing Your end customer. You may not modify, sell, or create derivative works of the Download(s). No license is granted to You in the human readable code, known as the source code, of the content downloaded, and no rights are granted to You in any patents, copyrights, trade secrets, trademarks or any other rights in respect of the content of any Download(s). You may not depict any Downloads on any merchandise or products of any kind. You must provide all equipment and software necessary to connect to the TIS Sites, including, but not limited to, a computer (with internet access) that is in working order and suitable for use in connection with the TIS Sites. You are responsible for ensuring that Your equipment and/or software does not disturb or interfere with TMS’s operations or the TIS Sites.
6. SHARING DATA WITH TOYOTA.
When you use or download Content from any TIS Sites, including any Toyota-provided software for diagnosis, maintenance and repair purposes, you are required to disclose to your customers:
what data you collect from the customer’s vehicle,
how you use the data, and
with whom you share the data and for what purpose.
When you are connected to a network at the time of service, Toyota will collect vehicle data, including VIN, for warranty, safety, quality, and research and development purposes.
7. SAFETY GUIDANCE FOR SERVICE METHODS.
The service methods contained on the TIS Sites are an effective method to perform service and repair of the vehicle. When performing operations following procedures contained on the TIS Sites, use the appropriate tools as specified and recommended. If using non-specified or recommended tools and service methods, be sure to confirm Your own personal safety practices and the safety of other technicians to avoid the possibility of causing personal injury to You or others.
When parts replacements are necessary, always use the same part number or equivalent parts.
It is important to note that any “Cautions” or “Notices” must be carefully observed in order to reduce risk of personal injury during service or repair and to reduce the possibility of improper service or repair causing damage to the vehicle or rendering it unsafe. It is also important to understand that “Cautions” or “Notices” are not exhaustive because it is impossible to warn of all the possible hazardous consequences that might result from failure to follow the instructions contained on the TIS Sites.
Certain procedures or content elements may make reference to Toyota Warranty policy or practice - these policies or practices are only applicable to Toyota or Lexus dealers. Non-dealer service providers have the responsibility to notify their customers of warrantable service and may make no financial claims to or commitments from Toyota Entities for performing warrantable service.
TMS reserves the right at any time and from time to time to modify, suspend, discontinue or permanently cancel any or all of the TIS Site’s operation, or portions thereof, with or without notice to You.
You acknowledge and agree that TMS will not be liable to You or any third party for any such modification, suspension, discontinuation or cancellation of any or all of the TIS Site’s operation.
10. RESTRICTIONS ON ACCESSING AND USING TIS.
General Obligations to Safeguard the TIS Sites.
When setting up and using Your TIS account:
Assign and select passwords in accordance with the requirements set forth by TMS.
Choose passwords that are reasonably designed to maintain the security of the access controls to the TIS system.
Do not share, obtain or use, or attempt to share, obtain or use, another person’s TIS related access credentials or passwords.
Do not share Your access credentials to the TIS system with any other person.
When accessing or using data in TIS:
You agree to comply with (i) all policies and procedures, manuals, marketing letters, financial services bulletins, dealer letters, and other instructions from TMS and (ii) all applicable laws, regulations and other legal requirements relating to Your access to and use of the TIS Sites;
Do not Data Mine (Data Mining as defined in Section 2, Confidentiality of Dealer).
Do not access or use, or attempt to access or use, data owned by any third party, other than the party authorizing Your access for valid business purposes, except as specifically authorized in writing by TMS.
Do not rent, lease, lend, sell, redistribute or sublicense TIS or any part of the TIS Sites.
Do not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of TIS or any part of the TIS Sites, or any updates, or any part thereof.
Do not integrate or automate use of the TIS Sites using any integration methods that are not expressly approved by TMS.
Do not access or use (or attempt to use) the TIS Sites:
For any unauthorized, fraudulent or malicious purpose.
In a manner that could damage, disable, overburden or impair the TIS systems.
In such a manner as to interfere unreasonably with the use of the TIS Sites by one or more of the authorized users of TIS.
Do not use or attempt to use any methods to access or make use of the TIS Sites that are not authorized by TMS, including, but not limited to, screen scraping and scripting or any other process that could result in unauthorized access to the TIS Sites or negatively impact the performance of the TIS system.
Do not enable or permit (i) any additional third party integration of; (ii) third party modification of; (iii) creation of derivative use functionality for; or (iv) creation of third party solutions for any of the TIS systems and applications or for purposes of enabling or permitting extraction or transmission of data stored in or on the TIS Sites.
Do not (i) frame or use framing techniques to enclose any part of the TIS Sites, or (ii) link or “deeplink” to, or otherwise reproduce, any part of the TIS Sites, without TMS’s prior written consent.
Do not use any Personal Information available through the TIS Sites for any purpose other than to fulfill your valid job duties.
11. MOBILE SERVICES/APPLICATIONS AVAILABLE THROUGH THE TIS SITES.
If, as permitted or available through any feature or service of TIS, You (a) upload content to the TIS Sites or download content from the TIS Sites via a mobile device, (b) receive and reply to messages from or within any of the TIS Sites, or access or make posts using text messaging, (c) browse any of the TIS Sites from your mobile device or (d) access certain features through a mobile application You have downloaded and installed on your mobile phone (collectively the “Mobile Services”), You must have a mobile communications subscription (or have the consent of the subscriber of such mobile device) for the necessary carrier services with a participating carrier or otherwise have access to a mobile communications network through which TMS makes the Mobile Services available. You are responsible for any and all service fees associated with any such mobile access, including text messaging charges for each text message you send and receive on your mobile device, and all applicable data fees.
Your use of certain Mobile Services may incur charges and be subject to other terms from TMS, which charges and other terms will be provided to You via separate terms and conditions for the applicable Mobile Services. Additionally, please check your wireless plan because your carrier’s per-minute, text messaging, and data or other charges may apply. You must provide at Your own expense the equipment and wireless connections needed for you to use the Mobile Services, and You are solely responsible for any costs you incur to access the Mobile Services. You should keep in mind that the use of the Mobile Services to send content to another person via e-mail or SMS (Short Message Service, or “text messaging”) may result in wireless charges to both the sender and the receiver.
12. THIRD-PARTY PRODUCTS AND SERVICES AND LINKS.
The TIS Sites may contain links to other Web sites not owned and/or operated by TMS (“Third-Party Sites”). Such Third-Party Sites are not necessarily investigated, monitored or checked for accuracy, appropriateness, legality, timeliness, authenticity, reliability, or completeness by TMS. NONE OF THE TOYOTA ENTITIES (AS DEFINED BELOW) ARE RESPONSIBLE FOR ANY THIRD-PARTY SITES ACCESSED THROUGH THE TIS SITES OR ANY APPLICATIONS, SOFTWARE OR CONTENT POSTED ON, AVAILABLE THROUGH OR INSTALLED FROM THE THIRD-PARTY SITES, INCLUDING WITHOUT LIMITATION, THE CONTENT, ACCURACY, OFFENSIVENESS, OPINIONS, RELIABILITY, LEGALITY, PRIVACY PRACTICES OR OTHER POLICIES OF OR CONTAINED IN THE THIRD-PARTY SITES. INCLUSION OF, LINKING TO OR PERMITTING THE USE OR INSTALLATION OF ANY THIRD-PARTY SITE DOES NOT IMPLY APPROVAL OR ENDORSEMENT THEREOF OR OF ANY MATERIAL CONTAINED ON ANY LINKED THIRD PARTY SITES BY TMS (OR ANY OF THE OTHER TOYOTA ENTITIES).
13. INDEMNITY AND HOLD HARMLESS.
You agree to defend, indemnify and hold harmless TMS and its parents, subsidiaries and affiliated corporations, and their respective directors, officers, employees, representatives and agents and their successors and assigns (collectively, “Toyota Entities”, each a “Toyota Entity”), from any and all charges, suits, costs, expenses (including reasonable attorneys' fees), judgments, penalties, claims, liabilities or losses of any kind or nature whatsoever ( “Damages”) arising out of or relating to
the use of the TIS Sites by You or Your Representatives;
any Damages for libel, slander, invasion of privacy or infringement of United States patent, trademark, copyright or trade secret, and invasion and/or alteration of private records or data arising from any information, data or message transmitted over the TIS Sites by You or Your Representative;
claims of damage to or loss of property or injury or death of persons, arising out of Your act or omission, or that of your Representatives;
if You are a Dealer, any breach by You of the agreement(s) between You and Your Authorized User relating to access and use of the TIS Sites (including information and data in or on the TIS Sites) or Your Authorized User’s provisioning of services for or on Your behalf; or (e) if You are an Authorized User, any breach by You of your agreement(s) with a Dealer permitting your access and use of the TIS Sites (including information and data in TIS) or your provisioning of services for or on behalf of such Dealer.
14. DISCLAIMER OF WARRANTIES.
The TIS Sites, any page(s) therein, the Content, any Download(s) and services of the TIS Sites are provided on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind, expressed, implied or statutory. TMS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TMS makes no warranties that the TIS Sites or the Content or other material obtained through the TIS Sites will meet Your requirements, or that the TIS Sites will be uninterrupted, timely, secure, non-infringing or error-free. No advice or information, whether oral or written, obtained by You from TMS or through the TIS Sites shall create any warranty not expressly made herein. You may not rely on any such information or advice. To the extent jurisdictions do not allow the exclusion of certain warranties, some of the above exclusions may not apply to You. TMS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY PERFORMANCE DEGRADATION, INTERRUPTION OR DELAYS OF ANY OF THE TIS SITES, OR ERRORS OR OMISSIONS IN ANY OF ITS CONTENT OR OTHER MATERIALS ON OR THROUGH THE TIS SITES. TMS does not make any warranty or representation that Your use of the material displayed on, or obtained through, the TIS Sites is non-infringing of any rights of any third party.
ANY DECISION OR ACTION TAKEN BY YOU ON THE BASIS OF INFORMATION OR CONTENT PROVIDED ON THE TIS SITES IS AT YOUR SOLE DISCRETION AND RISK. TMS IS NOT RESPONSIBLE OR LIABLE FOR ANY SUCH DECISION, OR FOR THE ACCURACY, COMPLETENESS, USEFULNESS, OR AVAILABILITY OF ANY CONTENT DISPLAYED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON THE TIS SITES.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE TIS SITES, ANY PAGE(S) THEREIN, ANY CONTENT, ANY DOWNLOAD(S), AND/OR ANY SERVICE(S) ON THE TIS SITES IS SOLELY AT YOUR OWN RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, ANY OTHER EQUIPMENT, OR LOSS OF DATA THAT MAY RESULT FROM SUCH USE.
The technical product information provided on the TIS Sites is intended for professional automobile technicians to repair or service vehicles in North America only; it does not include all of the necessary items about repair and service; it is provided expressly for the purpose of use by professional automobile technicians who have special techniques and certifications. In cases where non-specialized or uncertified technicians perform repair or service using only this technical product information, or without proper equipment or tools, that practice may cause severe injury to the individual or other individuals and could possibly cause damage to the customer's vehicle. In order to prevent dangerous operation and damages to Your customer's vehicle, be sure to follow instructions within the TIS Sites. Read instructions and materials contained on the TIS Sites completely and thoroughly before servicing the vehicle.
15. LIMITATION OF LIABILITIES AND RELEASE OF LIABILITY.
16. NEGOTIATION; COMPULSORY MEDIATION.