AutoSmithPro.com Terms and Conditions of Use

In registering for a subscription with AutoSmith Pro, LLC, or accessing, downloading, or utilizing any of the content or materials on AutoSmithPro.com, you are agreeing to all of the following terms and conditions of use of the AtuoSmithPro.com website (the “Site” or “AutoSmithPro.com”), which is owned and operated by AutoSmith Pro LLC, a Tennessee limited liability company (“AutoSmith Pro”). Please read these terms and conditions in full before moving forward with your registration or use of the Site.

THE TERMS AND CONDITIONS SET FORTH BELOW (THE “TERMS OF USE”) GOVERN YOUR USE OF THIS SITE ON THE INTERNET, THE WORLD WIDE WEB, MOBILE NETWORKS, OR ANY OTHER COMMUNICATION METHODS NOW KNOWN OR IN THE FUTURE DEVELOPED, AS WELL AS ALL INFORMATION THEREIN. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU, AN INDIVIDUAL USER OF AT LEAST EIGHTEEN (18) YEARS OF AGE (“YOU”, “USER”, or “SUBSCRIBER”) AND AUTOSMITH PRO AND GOVERN YOUR ACCESS TO, AND USE OF, THE AUTOSMITH PRO WEBSITE LOCATED AT http://www.AutoSmithPro.com, TOGETHER WITH THE SERVICES AVAILABLE THROUGH THE SITE, INCLUDING YOUR SUBSCRIPTION TO AND USE OF AUTOSMITHPRO.COM. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF USE, CLOSE THIS SITE DOWN IMMEDIATELY AND DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS OF USE SET FORTH BELOW.

1. Use of Site.

1. 1. Eligibility.  This Site is designed for use by professionals in the automotive industry. BY USING THE SITE, YOU REPRESENT THAT YOU ARE A PROFESSIONAL IN THE LEGAL AUTOMOTIVE INDUSTRY, YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE, AND YOU WILL BE THE ONLY PERSON USING THIS ACCOUNT. THIS SUBSCRIPTION IS NOT TO BE SHARED. IT IS FOR USE BY THE SUBSCRIBER ONLY. This Site is to be used a guide for professionals in the automotive industry on an individual basis. Any other use is prohibited and may result in termination of subscription without refund and/or legal action against the subscriber.

1. 2. Use and Ownership of Site Content.  You may download and utilize the contents of this Site for your own personal, non-commercial use. No right, title or interest in any material on this Site is transferred or granted to you as a result of such downloading or use. Permission to reprint or reproduce any document or image from this Site, in whole or part, for any reason except for personal, non-commercial use is prohibited, unless prior written consent is obtained from AutoSmith Pro.  Unless otherwise noted, all materials, including images, text, illustrations, designs, icons, photographs, programs, video clips and written and other materials that are part of this Site (collectively, the “Contents”) are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by AutoSmith Pro and are protected by U.S. and international copyright laws.  The compilation (meaning the collection, arrangement, and assembly) of all content on this Site is the exclusive property of AutoSmith Pro and is also protected by U.S. and international copyright laws.  The AutoSmith Pro name, and all deviations thereof, and all related names, design marks and slogans are trademarks or service marks of AutoSmith Pro.  All other marks are the property of their respective companies.  No trademark or service mark license is granted in connection with the materials contained on this Site.  Access to this Site does not authorize anyone to use any name, logo or mark in any manner.

2. Modification of Terms. AutoSmith Pro may make changes to the content and services offered on this Site at any time. AutoSmith Pro can change these terms at any time by posting updated Terms and Conditions of Use on this Site, and/or by sending registered subscribers an email notice of these changes. If any modification is unacceptable to you, you will cease using this Site and cancel your subscription with no refund. If you do not cease using this Site and cancel you subscription, you will be conclusively deemed to have accepted all changes and agreed to the Terms of Use as modified. These Terms of Use may not otherwise be amended except by written agreement, signed by you and AutoSmith Pro.

3. Notice. AutoSmith Pro may provide you with notices, including those regarding changes to AutoSmith Pro’s Terms of Use, by email or postings on the site. Notice will be deemed accepted within three (3) days after email is marked received.  Changes posted to the Site will be deemed accepted within thirty (30) days of postings. You are responsible for keeping track of changes to these Terms and Conditions. If you have not ceased to use the Site and cancelled your subscription within three (3) days of email receipt, or thirty (30) days of Site posting, you will be deemed to have accepted the change(s) to the Terms of Use. If you are in violation of these changes, your subscription may be terminated without refund and you may be subject to legal action.

4. Prevention Of Unauthorized Use.

1. 1. Generally. AutoSmith Pro subscriptions are available on a per-person basis only. The Site is intended for use by professionals in the legal automotive industry. AutoSmith Pro reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Site, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding unauthorized use. Unauthorized use of this Site includes, but is not limited to, providing false information, sharing access/subscription, and using the information herein for malicious, inappropriate illegal conduct. Unauthorized use will result in immediate termination of your account without refund and/or legal action against you and other parties involved.

1. 2. Passwords. Use of this Site requires a password. You agree to maintain confidentiality of your password and are solely responsible for all activities associated with its use, whether authorized or unauthorized. You shall not share or otherwise make available your account passwords with other persons.

5. Prevention Of Unlawful Use. This Site is a tool for professionals in the legal automotive industry. As such, sensitive information may be found herein. In agreeing to these Terms of Use, you have agreed to use this information as a tool in your legal, professional career. AutoSmith Pro reserves the right to exercise whatever lawful means it deems necessary to prevent unlawful use of the Site, including but not limited to, sharing your personal information with authorities if you are a suspected of using this information in a malicious or illegal manner, verifying the personal information you provide, and immediately terminating your subscription without refund if any of your information is deemed to be false or questionable. If any of the information you provide proves false, your subscription will be terminated without refund. AutoSmith Pro does not support the illegal or malicious use of this Site, and will help authorities in any means it sees fit to prosecute those who use this Site and the information herein in an unlawful manner. In addition to any criminal proceedings, AutoSmith Pro also reserves any and all rights which it may have against any party found guilty of unlawful use of this Site.

6. Limitation Of Liability And Damages.

1. 1. No Warranty. AUTOSMITH PRO SHALL NOT BE RESPONSIBLE FOR ERRORS OR OMISSIONS CONTAINED IN THIS SITE.  THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  AUTOSMITH PRO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE.  YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND THE INFORMATION CONTAINED HEREIN IS AT YOUR SOLE RISK.

1. 2. Accuracy of Information. The information herein is to be used as advice and informational purposes only.  We cannot guarantee its accuracy in every scenario, nor can we guarantee that every user has the skill set to accurately use the information herein. You access this information at your own risk.

1. 3. Limitation of Liability and Damages. AUTOSMITH PRO SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM USE OF THIS SITE. THE INFORMATION HEREIN IS A GUIDE FOR LEGAL PROFESSIONALS IN THE AUTOMOTIVE INDUSTRY AND MAY NOT PROVE VIABLE IN EVERY SITUATION. AUTOSMITH PRO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE OF THE SITE OR SERVICE TO OPERATE, FOR ANY ERRORS IN OR IN CONNECTION WITH THE SITE, OR FOR ANY LACK OF ACCESS TO THE SITE OR SERVICE. AUTOSMITH PRO MAY INTERRUPT THE SITE OR SERVICE AT ANY TIME TO PERFORM MAINTENANCE, TO ADDRESS SECURITY BREACHES, OR FOR ANY OTHER REASON, OR NO REASON AT ALL, WITH NO LIABILITY TO YOU WHATSOEVER. IN NO EVENT SHALL AUTOSMITH PRO BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ANY DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER), HOWEVER ARISING, EVEN IF AUTOSMITH PRO KNOWS OR HAS BEEN ADVISED THERE IS A POSSIBILITY OF SUCH DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION INCLUDE, WITHOUT LIMITATION, LIABILITY FOR NEGLIGENCE.

THE FOLLOWING LIMITATION OF LIABILITY ALSO APPLIES WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN AUTOSMITH PRO AND RECEIVED THROUGH OR ADVERTISED ON THE SITE, OR RECEIVED THROUGH ANY REFERENCE OR LINKED SITES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY ALSO HAVE ADDITIONAL RIGHTS WHICH VARY FROM STATE TO STATE.

THE FOLLOWING LIMITATIONS OF DAMAGES ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES AND RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY REFERENCE SITES.

7. Links To Third Party Sites. This Site may include or provide links or references to other sites that are not affiliated with or a part of AutoSmithPro.com (“Reference Sites”). AutoSmith Pro is providing these links to you only as a convenience, and AutoSmith Pro is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.

8. User Content.

1. 1. User Content Representations and Warranties. You are solely responsible for any content that you submit, upload, post, provide or otherwise make available on the Site (“User Content”) and the consequences of posting, providing or publishing any such User Content. By uploading and publishing your User Content, you affirm, represent, and warrant that:

• 1. 1. 1. You are the creator and owner of or have all the necessary licenses, rights, consents, releases and permissions to use and to authorize AutoSmith Pro and AutoSmithPro.com’s Users to use your User Content as necessary to exercise the licenses granted by you in this section and in the manner contemplated by AutoSmith Pro and these Terms of Use;

• 1. 1. 2. Your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, or libel any other person; and

• 1. 1. 3. Your User Content does not contain any viruses, adware, spyware, worms, trojans, or other malicious code.

Violators of these third-party rights may be subject to criminal and civil liability. AutoSmith Pro reserves all rights and remedies against any Users who violate these Terms of Use, including the right to remove User Content and to terminate your account and access to the AutoSmith Pro Site and services.

1. 2. User Content Disclaimer. You understand that when using the Site you will be exposed to User Content from a variety of sources, and that AutoSmith Pro is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against AutoSmith Pro with respect thereto. AutoSmith Pro does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and AutoSmith Pro expressly disclaims any and all liability in connection with User Content. If notified by a User or a content owner of User Content that allegedly does not conform to these Terms, AutoSmith Pro may investigate the allegation and determine in its sole discretion whether to remove the User Content, which it reserves the right to do at any time and without notice. For clarity, AutoSmith Pro does not permit copyright infringing activities on the Site.

1. 3. User Content Acknowledgment. You acknowledge that you are responsible for the User Content that you submit, upload, post or otherwise make available on or through the Site (“provide” or “provided”), through the services available in connection with this Site, and that you, and not AutoSmith Pro, have full responsibility for your User Content, including its legality, reliability, appropriateness, and that you have all rights regarding trademark and copyright ownership. Unless otherwise explicitly stated herein or in the AutoSmith Pro Privacy Policy, you agree that (a) your User Content that is a document provided by you in connection with this Site is provided pursuant to the specific Creative Commons License type that you select when you upload or post your User Content (see http://creativecommons.org/about/licenses), and (b) User Content that is not a document provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis and you agree that AutoSmith Pro is free to use such User Content for the purpose of providing you with the associated services and you grant AutoSmith Pro a sublicensable, nonexclusive, worldwide, royalty-free license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the User Content. You will only choose the license type that you have the right to choose. For example, if you did not originally author the document, but you came into possession of the User Content because it was another User Content document with an Attribution Share Alike license type, you may not designate that document as being in the public domain. Please note that by default, unless you change the designation, you are designating the document to the public domain.

1. 4. User Content License and Ownership. In order to enable AutoSmith Pro to use the User Content you supply, and so that AutoSmith Pro is not violating any rights you might have in that information, you agree to grant AutoSmith Pro a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right (through multiple tiers) to exercise the copyright, publicity, and database rights (but no other rights) you have in said User Content, in any media or format, now known or not currently known.

You are responsible for creating and maintaining copies of any User Content. AutoSmith Pro is not responsible for creating or maintaining any such copies, and AutoSmith Pro may remove or permanently delete any User Content at any time and for any reason or no reason at all, and is not responsible for loss of User Content, including without limitation AutoSmith Pro’s negligent or intentional deletion of any User Content.

You represent and warrant that: (i) you own all User Content posted by you on or through this Site or otherwise have the right to grant the licenses to AutoSmith Pro set forth herein , and (ii) the posting of your User Content on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person or entity by reason of any User Content posted by you to or through this Site.

1. 5. User Content Restrictions. You agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trade secret, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark, trade secret or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other claims or harm resulting from your User Content.

When submitting User Content to or otherwise using this Site and/or the services, you agree not to, without limitation:

• • Use the Site for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Site as such services are offered by AutoSmith Pro;
  • Rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials;
  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • Use racially, ethnically, or otherwise offensive language;
  • Incite illegal activity;
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated);
  • Post anything that exploits children or minors or that depicts cruelty to animals;
  • Post any copyrighted or trademarked materials without the express permission from the owner;
  • Post any other party’s trade secrets;
  • Post matters that by their confidential or security clearance nature may threaten international, national, state or local security;
  • Post a third party’s social security number, credit card number, unpublished phone number, non-public e-mail or snail mail address, medical records or information, tax records, or other confidential or personal information;
  • Post any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation;
  • Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Site accounts of others without permission, forge another persons’ digital signature, misrepresent the source, identity, or content of information transmitted via the Site, or perform any other similar fraudulent activity;
  • Use the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
  • Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site or User Content, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site or User Content;
  • Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
  • Modify, adapt, translate or create derivative works based upon the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
  • Intentionally interfere with or damage operation of the Site or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
  • Relay email from a third party’s mail servers without the permission of that third party;
  • Use any robot, spider, scraper or other automated means to access the Site, except for accessing RSS feeds;
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Site;
  • Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
  • Post, upload or distribute marketing material, advertisements, spam, content designed to aid search engine optimization, content in HTML format with links or redirects, or other commercial content that detracts from the AutoSmith Pro experience;
  • Engage in any activity or upload commercial content that generally detracts from the AutoSmith Pro experience;
  • Take any action that imposes an unreasonable or disproportionately large load on AutoSmithPro.com’s infrastructure; and
  • Artificially inflate or alter the ratings available on this Site or alter any comments posted by others on this Site.

This list of prohibitions provides examples and is not complete or exclusive. AutoSmith Pro reserves the right to (a) terminate your access to your account, your ability to post to this Site (or the services) and (b) refuse, delete or remove any User Content, with or without cause and with or without notice, for any reason or no reason, or for any action that AutoSmith Pro determines is inappropriate or disruptive to this Site or to any other user of this Site and/or services. Such termination may continue so long as AutoSmith Pro may deem appropriate or necessary, in its discretion, and AutoSmith Pro will have no liability to you for such suspension, including without limitation, liability to refund any fees for paid for any content, documents, features or subscriptions.  AutoSmith Pro may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at AutoSmith Pro’s discretion, AutoSmith Pro will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

These prohibitions do not require AutoSmith Pro to monitor, police or remove any User Content or other information submitted by you or any other user.

9. Local Laws. AutoSmith Pro controls and operates this Site from its headquarters in the United States of America and the Materials, User Content and/or Third Party Content may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, You are responsible for following applicable local laws.

Locksmithing laws vary from state to state. You are responsible for knowing the laws in your area. This Site is open to automotive professionals across the United States, and not all methods may be legal in your area. AutoSmith Pro accepts no liability for use of the advice and guides given in this site. If you question whether advice is viable in your area, please contact your local government.

10. Payment And Rebilling. Payment for your subscription is due upfront in full. There are no payment plans available at this time. Your payment of One Hundred and No/100 Dollars (U.S.) ($100.00) allows you unlimited access to this site for a period of twelve (12) months. You will be notified via terms and conditions, email, and/or bulletin boards about any increases in your subscription rate. If you do not cancel your subscription in writing at least thirty (30) days before the end of your subscription period, you will be automatically rebilled for another twelve (12) months, and your subscription will be renewed for said twelve (12) month period. All subscription sales are final. There will be no refunds.

11. Non-Endorsement. Tools, sites, and information referenced in this Site are meant to offer guidance to professionals in the legal automotive industry, and should not be viewed as endorsements. At this time, AutoSmith Pro does not endorse any specific company, tool, references, websites, guides or User Content. AutoSmith Pro is in no way associated with any other company in the automotive industry and cannot guarantee suggested tools or guides are appropriate for every situation.

12. Termination.

1. 1. AUTOSMITH PRO. AutoSmith Pro may, in its sole discretion, for any or no reason, and without penalty, terminate and/or suspend your access to this Site without notice. To the extent practicable, AutoSmith Pro will advise you of your inappropriate behavior and to recommend any necessary corrective action. In the event the problem is not corrected to AutoSmith Pro’s satisfaction, in its sole discretion, within such time period as may be specified by AutoSmith Pro, then AutoSmith Pro may, in addition to any other remedies to which it may be entitled under these Terms of Use and/or applicable law, terminate your subscription and access to the Site. However, certain violations of these Terms of Use, as determined by AutoSmith Pro, may result in immediate termination of your access to this Site. If AutoSmith Pro terminates your access to the Site, AutoSmith Pro may delete your user profile but will not be obligated to, and may delete any User Content that you have provided in connection with the Site. AutoSmith Pro has the right to terminate any password-restricted account for any reason. You will not create multiple user accounts, particularly so as to abuse the any of the AutoSmith Pro policies, guidelines, or systems. If, in violation of these Terms of Use you have created multiple accounts and any single account is terminated by AutoSmith Pro then AutoSmith Pro may terminate all of your accounts. Further, if AutoSmith Pro terminates any of your User accounts and you have multiple accounts, you will notify AutoSmith Pro of the usernames of all your other User accounts and you will not open any new User account(s). Such termination may continue so long as AutoSmith Pro deems appropriate or necessary, in its sole discretion, and AutoSmith Pro will have no liability to you for such suspension, including without limitation liability to refund any fees for paid for any content, documents, features or subscriptions. You agree that AutoSmith Pro will not be liable to you or any third party for any such termination.

1. 2. You. Your only remedy with respect to any dissatisfaction with (i) the Site, (ii) any term of these Terms of Use, (iii) any policy or practice of AutoSmith Pro in operating the Site, or (iv) any content or information transmitted through the Site, is to terminate your account and by discontinuing use of any and all parts of the Site. To terminate your account, you must send a written letter of termination with hand signature to: AutoSmith Pro at 4509 Sullivan Road, Knoxville, Tennessee 37921 (or such other address as may be designated by AutoSmith Pro from time to time).  Alternatively, you may terminate by email to the address: DOC@WHATEVER.COM (or such other email address as may be designated from time to time). An electronic signature must be included in the email.

13. Indemnification. You agree to indemnify, defend, save, and hold harmless AutoSmith Pro, together with its contractors, employees, agents, third-party suppliers, and partners, from any claims, losses, damages, liabilities (including, without limitation, attorney’s fees, paralegal fees, courts costs or other legal fees and expenses), arising out of your use or misuse of the Site, any violation by you of these Terms and Conditions, or any breach of the representations, warranties, and covenants made by you herein. AutoSmith Pro reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify, defend or hold harmless AutoSmith Pro, and you agree to cooperate with AutoSmith Pro’s defense of these claims. AutoSmith Pro will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

14. Miscellaneous.

1. 1. Governing Law and Jurisdiction. Jurisdiction and venue for any actions or proceedings for any dispute or matter which in any manner is related to this Site or concerning the enforcement, construction or interpretation of these Terms of Use, shall be exclusively in the Chancery Court for Knox County, Tennessee, USA or the Federal District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee, USA.  You expressly submit and consent to the jurisdiction of the aforesaid courts and waive any defense of forum non conveniens.

1. 2. Waiver. AutoSmith Pro’s failure to enforce any of these Terms of Use shall not constitute or be deemed a waiver of any such term.

1. 3. Survival. Upon termination of these Terms of Use, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections regarding proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and damages and all general provisions shall survive any termination of these Terms of Use.

1. 4. Severability. If any provision of these Terms of Use or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Use to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions hereof.

1. 5. Assignment. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AutoSmith Pro without restriction. Any assignment attempted to be made in violation of these Terms of Use shall be void.

1. 6. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Use, and will not be deemed to limit or affect any of the provisions hereof.

1. 7. Entire Agreement. This is the entire agreement between you and AutoSmith Pro relating to the subject matter herein and will not be modified except in writing, signed by both parties by hand, or by a change to these Terms of Use made by AutoSmith Pro as set forth in Sections 3 and 4 above.

1. 8. Claims. YOU AND AUTOSMITH PRO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

1. 9. Legal Action. You expressly waive the right and agree not to bring or participate in any class action or joinder or consolidation of claims with respect to any dispute under or relating to these Terms of Use, including by any arbitration proceeding.