Updated 3/27/2023

BRIDGESTONE MARKETPLACE

TERMS OF USE

These Terms of Use (these "Terms") set forth the legally binding terms governing your access to and use of the Bridgestone Marketplace (the “Marketplace”), a cloud-based platform offering fleet management and maintenance solutions (the “Services”). The Marketplace is operated by Bridgestone Americas, Inc. or its affiliated companies (hereinafter referred to as "Bridgestone"), and any materials on the Marketplace are owned by Bridgestone or its affiliated companies, or licensed by Bridgestone or its affiliated companies from third parties and posted on the Marketplace.

In these Terms, "you" and "your" refer to each authorized fleet administrator or fleet user (collectively, “Users”) who uses the Marketplace to schedule, track, or receive Marketplace Services. "We," "us," and "our" refer to Bridgestone. These Terms explain our obligations to you and your obligations to us in relation to the use of the Marketplace.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION WHICH MEANS THAT YOU MAY HAVE TO SUBMIT ANY DISPUTE RELATED TO THESE TERMS OR THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THE ARBITRATION PROVISION ALSO INCLUDES CLASS ACTION AND JURY TRIAL WAIVERS WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION AND WAIVE YOUR RIGHT TO A TRIAL BY JURY.

By accessing or using the Marketplace, you acknowledge that you have read, understand, and agree to be bound by, without limitation or qualification, these Terms and that you accept and agree to follow all applicable laws and regulations. If you do not accept and agree to these Terms, do not use the Marketplace.

Submitting a Work Order

Subject to the terms and conditions of these Terms, Bridgestone hereby grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Marketplace for your internal business purposes. Requests for vehicle maintenance (“Vehicle Services”) are submitted through the Marketplace to authorized third-party service providers (“Service Providers”) via a Work Order. Please note that the performance of Vehicle Services may require consent to the Service Provider’s additional terms and conditions as set forth in the applicable Work Order and such additional terms are incorporated herein by reference.

Use of the Marketplace

As a condition for your access to the Marketplace, you agree not to make any separate payment or other payment arrangements with the Service Provider who fulfills the Work Order.

You shall not (i) reproduce, copy, reverse engineer, republish, upload, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Marketplace; (ii) rent, lease, loan, or sell access to the Marketplace; or (iii) mirror, scrape, or deep link any Marketplace content on another website or in any other media, without our prior written permission.

You are prohibited from transmitting, providing or introducing any content into the Marketplace that: (1) infringes any third party intellectual property, publicity or privacy rights; (2) violates any applicable law, rule, or regulation; (3) is defamatory, obscene, profane, false, threatening, pornographic, inappropriate, fraudulent, deceptive, or unprofessional; (4) creates a nuisance for our service providers, business, or other customers of the Marketplace; (5) contains any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, secretly intercept, or expropriate any system, or any data or personal information from or through any software or hardware associated with the Marketplace or any vehicle; (6) attempts to gain unauthorized access to any of our other users’ accounts; (7) attempts to gain unauthorized access to our computer networks; (8) violates these Terms; or (9) is otherwise tortious or criminal.

We reserve the right to take any actions we deem necessary or appropriate to minimize any liability to us arising from your transmissions, any content you provide, your use of the Marketplace, or to otherwise preserve our relationships with our service providers (including internet access providers). We will cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or content or as otherwise stated in any additional applicable terms.

Data Fees, Network Costs, and Other Expenses

The Marketplace may make use of a data network operated by your wireless service provider to send both data and recorded audio from your smartphone, computer, tablet or other electronic or mobile device (“Device”) to our servers and call centers, and to send information back to you. Depending on your data plan, you may incur charges from your wireless provider for users of their network and/or for specific services such as downloading data, videos, and/or other content, making phone calls, sending or receiving text messages, and/or emails and other services. You are solely responsible for any and all costs you incur as a result of your usage of the Marketplace.

Intellectual Property

The contents of the Marketplace including, but not limited to, the text, images, and video and their arrangement are owned by or licensed to Bridgestone. All trademarks, logos and service marks used or referred to (collectively, “Trademarks”) are the property of their corresponding owners. You cannot and shall not use the Trademarks or any other content on or available through the Marketplace, except as we clearly allow you to in these Terms. Except for this limited permission, we do not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.

Disclaimer of All Warranties

ALL SERVICES ARE PROVIDED BY ON AN "AS IS” AND "WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY. BRIDGESTONE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

Limitations of Liability

YOU ACKNOWLEDGE THAT ALL REPAIR AND MAINTENANCE WORK IS PROVIDED BY INDEPENDENT SERVICE PROVIDERS, NOT BY BRIDGESTONE. EXCEPT AS PROVIDED IN THE LIMITED WARRANTY OR APPLICABLE LAW, BRIDGESTONE HAS NO RESPONSIBILITY OR LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE MARKETPLACE OR FOR ANY SERVICES PROVIDED. UNDER NO CIRCUMSTANCES WILL BRIDGESTONE’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNT INVOICED FOR SUCH WORK ORDER. IN ADDITION, IN NO EVENT WILL BRIDGESTONE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT BRIDGESTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. The foregoing limitations shall apply to the maximum extent permitted by law and shall survive indefinitely.

Security

The security, integrity, and confidentiality of your information is extremely important to us. We have implemented and maintain security measures and standards that are designed to help us protect your information from unauthorized access, disclosure, use, and modification. We review our security measures and standards and update as necessary or advisable to reflect new technology and methods. While we use such security standards and measures, we cannot guarantee that personally identifiable information or any other information you submit on or through the Marketplace will be secure because no security measures are perfect or impenetrable. Please carefully consider the information that you submit and the risks in submitting that information.

Changes or Updates to the Marketplace

We reserve the right to change, modify, remove, or restrict access to or use of any features, capabilities, or components of any of the Marketplace in our sole discretion, at any time, and without notice or obligation to you. We use reasonable efforts to include accurate and up-to-date information on the Marketplace, however errors or omissions may occur.

Term and Termination

These Terms become effective when use the Marketplace and shall remain in effect until your use is terminated. You may terminate your access to the Marketplace at any time in accordance with any specific procedure set forth in these Terms, or if no specific procedure is provided, by discontinuing use of any of them, as applicable. Your failure to comply with these Terms will result in automatic termination of any rights granted to you, without prior notice. We reserve the right to terminate your account at any time if you violate these Terms or we reasonably believe your use of any of the Marketplace violates these Terms. Upon termination, you will no longer have a right or license to access or use the Marketplace and you must immediately destroy all copies of downloaded materials in your possession or control. The portions of these Terms affecting limits on liability, arbitration, and voluntary submissions will survive the termination of these Terms and continue to be in force indefinitely.

Third-Party Hardware, Services, Sites, and Apps

When you use the Marketplace, you may need to use hardware, services, and/or applications that were not developed by us and are not under our control, such as your Device, the mobile network provided by your wireless service provider, your Device’s browser, email, and/or SMS programs, dialer, and other applications. We cannot and do not assure you that these third party hardware, services, and/or applications will work correctly with the Marketplace, and we expressly deny any liability related to the involvement and interaction with these third party hardware, services, and/or applications.

Indemnification

In consideration of our provision of the Services to you and the rights granted to you in these Terms, to the maximum extent allowable by law and unless prohibited by law, you agree to indemnify and hold Bridgestone, its parent, subsidiaries, affiliates, licensors, service providers, and contractors as well as their respective employees, officers, directors, and agents (collectively, “Indemnified Parties”) harmless from and against any and all losses, damages, injuries (including death), causes of action, claims, penalties, interest, additional taxes, demands, and expenses, including reasonable legal fees and expenses, of any kind or nature arising out of, in connection with, on account of, or resulting from, any third party claim or demand made to or against any Indemnified Party(ies): (1) arising out of your access to or use of the Marketplace including any of their features or other services; (2) arising out of your failure to comply with these Terms; (3) relating to the inaccuracy or untruthfulness of any representation or warranty that you made under these Terms; (4) arising out of any activities of anyone other than you in connection with the Marketplace conducted through your account or Device; (5) arising out of access to or use of, or inability to access or use, any of the Marketplace through your Device; (6) arising out of any of your other activities under or in connection with these Terms or the Marketplace; (7) arising out of any claim or allegation that any materials, content, or data you upload or otherwise make available through the Marketplace infringes the intellectual property, trade secret, or other proprietary rights of any third party; or (8) arising out of your negligence, fraud, or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and, in such case, you agree to and shall cooperate with our defense of such claim.

Arbitration

EITHER YOU OR WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN US DECIDED BY ARBITRATION AND NOT IN COURT OR BY JURY TRIAL. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. In accordance with this section, any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, or relating to the Marketplace shall, at your or our election, be resolved by neutral, binding arbitration and not by a court action. If federal law provides that a claim or dispute is not subject to binding arbitration, this Arbitration Clause shall not apply to such claim or dispute. Any claim or dispute is to be arbitrated by a single arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a class action. You may choose one of the following arbitration organizations, and its applicable rules, to conduct the arbitration: JAMS (800 352-5267, www.jamsadr.com), the American Arbitration Association (800 778-7879, www.adr.org), or any other organization subject to our approval. You may get a copy of the rules of an arbitration organization by contacting the organization or visiting its website.Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. The arbitrator shall apply governing substantive law and the applicable statutes of limitation. Unless applicable law provides otherwise, the arbitration hearing shall be conducted in the federal district in which you reside. Each party shall be responsible for its own attorney, expert, and other fees, unless awarded by the arbitrator under applicable law. If the chosen arbitration organization’s rules conflict with this clause, then the provisions of this clause shall control. The arbitrator’s award shall be final and binding on all parties. Any arbitration under this Arbitration Clause shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et. seq.) and not by any state law concerning arbitration.

This Arbitration Clause shall survive any termination of these Terms. If any part of this Arbitration Clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. If a waiver of class action rights is deemed or found to be unenforceable for any reason in a case in which class action allegations have been made, the remainder of this Arbitration Clause shall be unenforceable.

No Assignment

You may not assign your rights under these Terms without our prior written consent, and any attempted assignment will be null and void.

Governing Law

Any claims relating to these Terms will be governed by the laws of the State of Tennessee, U.S.A., excluding the application of its conflicts of law rules. Subject to the terms in the Arbitration above, you agree that venue for all actions, relating in any manner to these Terms, shall be in a federal or state court of competent jurisdiction located in Davidson County, Tennessee. Laws in some communities may restrict the use of certain features of the Marketplace. Please check local regulations for any requirements or restrictions on the use of the features in the Marketplace that you use. Any cause of action You may have with respect to Your use of the Marketplace must be commenced within one (1) year after the claim or cause of action arises.

Force Majeure

Any delay in the availability of the Marketplace or the performance of any Work Order will not be considered a breach of these Terms if such delay is caused by a fire, earthquake, flood, war, terrorist act, governmental act, failure of common carriers (including Internet service providers), act of God, or any other event beyond the control of Bridgestone or the mechanic, provided that performance is resumed as soon as possible.

Severability

If any provision of these Terms is held or determined to be invalid, unenforceable, or void the remainder of the Terms shall remain in full force and effect.

Entire Agreement; No Waiver

These Terms and our privacy policy (available here) (the “Privacy Policy”) constitute the entire agreement between you and Bridgestone regarding the use of the Marketplace. Our failure to exercise or enforce any right or provision of the Terms will not operate as a waiver of such right or provision.