Sign Up for Your No Cost Tire & Service Network Website

1. Terms and Conditions. TCS will provide Client with Website and Web Hosting services, subject to the following terms:

   1.1.	Website and Service Start Date. TCS shall provide a website and hosting and maintenance services beginning on the execution of this agreement.
   1.2.	Term. This Agreement will continue until terminated as set forth below in Section 7.

2. Client Obligations.

   2.1.	General. Client shall provide prompt feedback to TCS in connection with designing the Website in order for TCS to meet the “go live” expectations. Client shall make all payments when due and shall otherwise comply with the terms of this agreement and the TSN Ad Program Agreement between the Client and the Goodyear Tire & Rubber Company (“Goodyear”). Client acknowledges that certain design elements of the Website and obligations of TCS are subject to TCS’s agreement with Goodyear. Client shall not disassemble, decode, reverse engineer any TCS software or modify the Website without TCS’s authorization. Client may not assign or transfer this Agreement, in whole or in part, without the prior written consent of TCS. Client is solely responsible for determining pricing of products on the Website. Client shall direct all questions regarding the Web Site and any Web Site reports to TCS.
   2.2.	Warranty. Client warrants to TCS that it has the right to use any content or information it provides to TCS for use on the Website.
   2.3.	Indemnification of TCS. Client will indemnify TCS for all of its damages and costs , including attorney’s fees (i) related to any claim that the Client-provided content infringes upon the rights of any third party or (ii) that are related, directly or indirectly, to Customer’s marketing or support services or the product or services marketed on the Web Site, or any misrepresentations or unauthorized representations made regarding the product or services marketed on the Web Site, or any breach of this Agreement by Customer.

3. TCS Obligations.

   3.1.	Indemnification of Client. TCS shall indemnify Client for all of Client’s damages and costs related to (i) any claim that the Website or any Vendor-supplied content on the Website infringes the right of any third party, unless such claim is based on any of the features required by Goodyear; (ii) any release of non-public personal information of Client’s customers, or other violation of privacy laws or other laws or regulations as a result of a security breach on the Web Site.
   3.2.	Uptime. TCS will maintain the Website to have performance of at least 99.98% uptime in each calendar month; and page and tire catalog load times of less than four seconds on average.
   3.3.	Service Levels. TCS will open a trouble ticket record and acknowledge receipt of trouble report within guidelines, if not quickly resolved. TCS will resolve trouble ticket issues as soon as practicable. TCS will maintain trouble ticket records for at least one year after a problem has been resolved. Upon request, TCS will provide Client with a written report of a trouble ticket resolution including a summary of the steps taken to remedy the issue, the date and time of the remedy, and the name(s) of the personnel who worked on the trouble ticket. For any “business critical” trouble tickets in which a Website error may substantially impact Client’s business, TCS shall notify Client of the resolution of the issue by telephone. Upon request, TCS will provide Client with a history of Client’s trouble tickets during the preceding twelve (12) months. In order for this Section 3.3 to apply, all issue reports from Client must be in writing and must identify the issue so that TCS can duplicate it.
   3.4.	Content Updates / Change Requests. TCS will acknowledge any written change request within two (2) business days of receipt. TCS will perform basic content updates within 48 hours of acknowledging such request. TCS will provide Client a quote for change requests other than content updates within one week of receipt, when possible. After a change request has been completed, company will maintain records of change requests for twelve (12) months and upon request by Client, TCS will provide Client a summary of any change requests within the preceding twelve (12) months and the time spent to complete such request. In order for this Section 3.4 to apply, all content update and change requests from Client must be in writing and must identify the request so that TCS can fulfill it. Certain areas of the Web Site may not be subject to content updates or change requests except with Goodyear’s prior written approval.
   3.5.	ecurity. TCS will comply with applicable industry standards for security of website data, financial transaction data, consumer information and privacy, including but not limited to (a) encryption of non-public personal information prior to storing and transfer; (b) transmission of confidential information over Secure Socket Layer; and (c) compliance with all applicable laws and regulations. In addition, TCS will comply with all security specifications required by Goodyear.
   3.6.	Features/Functionality. TCS warrants that the Website will comply with the Goodyear Guideline Documents, the appearance and transaction flows required by Goodyear, and Goodyear minimum standards for legal, compliance, privacy and other notice requirements (the “Goodyear Specifications”). TCS shall indemnify Client for any of Client’s damages or losses related to a third party claim arising out of a breach of the warranties of this Section 3.6. However, TCS shall have no liability to Client for any damages or losses arising out of TCS’s compliance with the Goodyear Specifications.
   3.7.	Search Engines. TCS will develop the Web Site in accordance with industry standards with respect to optimization for search engines. TCS may provide additional search engine optimization (SEO) services to Client upon Client’s request and in accordance with TCS’s fee schedule.
   3.8.	Reports. TCS shall provide to Client monthly reports containing information required by Goodyear, upon request. TCS will also discuss the reports with Client by telephone once per calendar quarter.

4. Confidentiality. Client shall treat all information it receives from TCS hereunder as Confidential Information and shall not disclose the information to any third party, except as required by Goodyear, and shall not use the information for any purpose except to comply with Client’s obligations under this Agreement. Client acknowledges that TCS is obligated to share Client’s information under this Agreement, including all data associated with the Website and the use thereof, with Goodyear. TCS shall have no liability to Client for Goodyear’s use of Client’s information.
5. Censorship. Except as required hereunder and for security purposes only, TCS will exercise no control whatsoever over the content of the information passing through the Web Site.
6. Warranties; Limitation of Liability. APART FROM THE WARRANTIES CONTAINED HEREIN, TCS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE WEBSITE, OR THE HOSTING AND MAINTENANCE SERVICES. THESE INCLUDE THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, OR QUIET ENJOYMENT. TCS DOES NOT WARRANT THAT THE WEBSITE OR ACCESS TO THE WESBITE WILL BE UNINTERRUPTED OR ERROR FREE. TCS MAKES NO WARRANTIES WITH RESPECT TO THE SUCCESS OF CLIENT’S BUSINESS OPERATIONS AS A RESULT OF ENTERING INTO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR CLAIMS FOR INDEMNIFICATION EXPRESSLY ALLOWED UNDER THIS AGREEMENT, TCS’S LIABILITY TO CLIENT SHALL BE LIMITED TO THE AMOUNT CLIENT HAS PAID TCS IN THE PRECEDING TWELVE (12) MONTHS FOR THE WEBSITE OR THE SERVICES UNDER THIS AGREEMENT. TCS EXPRESSLY LIMITS ITS LIABILITY TO CLIENT FOR ANY DOWNTIME OR OTHER SYSTEM NON-AVAILABILITY BEYOND THE UPTIME STATED IN THIS AGREEMENT TO THE PRO-RATA MONTLY CHARGE TO DEALER DURING THE SYSTEM NON-AVAILABILITY.
7. Termination. TCS may terminate this Agreement and Client’s access to the Web Site upon the occurrence of one or more of the following events: 1) Client’s failure to comply with any provision of this Agreement within thirty (30) days of written notice from TCS of said failure; 2) appointment of a receiver for Client or upon the filing of any application by Client seeking relief from creditors; or 3) failure of Client to remain in good standing with Goodyear, as determined by Goodyear. Client may terminate this Agreement for any reason upon thirty days’ notice to TCS. Any outstanding fees owed to TCS shall become immediately due and payable upon termination.
8. Dispute Resolution. TCS and Client will attempt to resolve any dispute between them by discussion between decision-makers at each party before commencing litigation. If a party sends a written refusal to meet or fails to meet for thirty (30) days, then the other party may commence litigation immediately. If litigation is commenced, the prevailing party shall be entitled to recover all costs of court and attorneys’ fees associated with the litigation. This Agreement shall be governed by the laws of the State of Tennessee, and the parties submit to the exclusive jurisdiction of the Tennessee Superior Court in Putnam County, Tennessee or the federal courts in Davidson County, Tennessee.
9. Severability; Waiver. If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired. A party’s failure to exercise or a delay in exercising a right shall not operate as a waiver of such right.

Each party represents and warrants that it is authorized to enter into this Agreement in its entirety and duly bind its respective principals by accepting the terms.