FleetHQ Terms


FleetHQ Terms and Conditions

1.	FleetHQ is a service and program, presently provided free of charge, provided to those persons and companies who from time to time constitute National Account or Preferred Fleet customers of The Goodyear Tire & Rubber Company ("Goodyear", and, collectively with its Affiliates, as defined herein, including, without limitation, Wingfoot Commercial Tire Systems, LLC, the "Goodyear Parties" and each individually a "Goodyear Party").  As used herein, the terms FleetHQ and FleetHQ service and/or program refer to the road service related call and information program described herein and the related Web interface provided under that name, and do not include other services, software applications (or related hardware), or goods, including, without limitation, GTRACS, TVTrack, TirePix, Truck Finder and/or Gold Medallion retreads.  By accepting and/or participating in the FleetHQ service and/or program, including, without limitation, as a customer or service provider, you agree to these Terms and Conditions.  If you will use FleetHQ as an employee of or for the benefit of your company, you represent that you have the power and authority to accept these Terms and Conditions on behalf of your company.  "You", "User" or "Users" as used herein refers to both you and your employer, if any.  If you do not agree with these Terms and Conditions, then you cannot use or participate in FleetHQ.  The Goodyear Parties may amend these Terms and Conditions at any time, in their sole discretion, upon notice to User (including, without limitation, by posting the amended Terms and Conditions on the FleetHQ website).  User hereby agrees as follows:

2.	In connection with the FleetHQ service and program, a Goodyear Party may, when requested by Users that are customers, provide such Users with information concerning the location or contact information of certain providers of tires and/or mechanical services in geographic proximity to locations specified by Users and/or may contact such providers; and with respect to service provider Users may forward information provided by such Users in connection with customer inquiries.  NONE OF THE GOODYEAR PARTIES SELLS ANY PRODUCT OR SERVICE PURSUANT TO FLEETHQ, AND NONE OF THE GOODYEAR PARTIES ENDORSES ANY SUCH PROVIDER, WARRANTS ANY GOODS OR SERVICE PROVIDED BY SUCH PROVIDER, OR GUARANTEES THE PROVISION OF USER INFORMATION OR ANY FUTURE BUSINESS OR REVENUES.  ALL SALES OF GOODS OR SERVICES ARE EFFECTED ON SUCH TERMS AS MAY OTHERWISE APPLY OR AS MAY BE AGREED BETWEEN THE USER AND THE RELEVANT SERVICE PROVIDER OR CUSTOMER, AS APPLICABLE.  AS A FREE SERVICE AND PROGRAM, FLEETHQ (INCLUDING, WITHOUT LIMITATION, THE FLEETHQ WEBSITE) IS PROVIDED "AS IS", AS THE FLEETHQ SERVICE AND PROGRAM ARE FROM TIME TO TIME PROVIDED, WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, OR NON-INFRIGEMENT.  USER ACKNOWLEDGES AND AGREES THAT THE FLEETHQ SERVICE AND PROGRAM ARE BEING PROVIDED WITHOUT CONSIDERATION.  ACCORDINGLY, USER AGREES THAT NONE OF THE GOODYEAR PARTIES WILL HAVE LIABILITY TO USER OF ANY KIND OR NATURE ARISING IN CONNECTION WITH FLEETHQ (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY BASED ON THEORIES OF NEGLIGENCE AND/OR BREACH OF CONTRACT) AND THAT THE SOLE AND EXCLUSIVE REMEDY FOR USER FOR ANY ACT OR OMISSION OF ANY OF THE GOODYEAR PARTIES HEREUNDER OR IN CONNECTION HEREWITH SHALL BE TERMINATION OF USER’S PARTICIPATION IN FLEETHQ.  USER ASSUMES FULL RESPONSIBILITY FOR ANY CONCLUSIONS IT DERIVES OR ACTIONS IT TAKES BASED UPON OR IN CONNECTION WITH ANY SERVICES OR INFORMATION PROVIDED TO OR BY USER HEREUNDER.  IN NO EVENT WILL ANY GOODYEAR PARTY BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, UNAVAILABILITY OF THE FLEETHQ SERVICE AND/OR PROGRAM, OR FOR DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, EVEN IF THE GOODYEAR PARTIES, OR ANY OF THEM, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

3.	In connection with FleetHQ, the Goodyear Parties may collect information through the FleetHQ website, through other websites or systems of the Goodyear Parties, telephone calls and/or other communications.  All information submitted, generated, or otherwise collected in connection with FleetHQ will be referred to as "FleetHQ Data", and includes, without limitation, information concerning User service preferences, User incident data, User location, availability and/or inventory data, and information concerning employees of Users (such as User driver data).  Such collection may include the recording of telephone calls related to FleetHQ.  Without limiting the generality of their rights hereunder, the Goodyear Parties may, in connection with FleetHQ, make FleetHQ Data available for use by User (or, in the case of service provider Users, by customer Users).  User acknowledges and consents to all such collection, recording and use, irrespective of the location or jurisdiction in which a User call occurs or in which User is located or provides service or a User incident has taken place.   The collection, use and disclosure of data through the FleetHQ website are governed by the Online Privacy Policy posted on the FleetHQ website (the "Privacy Policy").  User hereby agrees to all terms of the Privacy Policy.  The Goodyear Parties own and will own all FleetHQ Data.  The Goodyear Parties, directly and/or through their respective Representatives, may, in their sole discretion, collect, use, store, and/or analyze, any and all FleetHQ Data without restriction.  THE GOODYEAR PARTIES MAY DISCLOSE FLEETHQ DATA TO GOODYEAR PARTIES AND TO THIRD PARTIES THAT ARE REPRESENTATIVES OF THE GOODYEAR PARTIES AND MAY USE SUCH DATA FOR PURPOSES UNRELATED TO FLEETHQ.

4.	In connection with FleetHQ, User will have access to proprietary and confidential information, including, without limitation, information concerning the FleetHQ service and program and related Web interfaces.  Accordingly, User agrees to restrict disclosure of Confidential Information in accordance with these Terms and Conditions.  As used herein, the term "Confidential Information" means any information, whether obtained orally, visually or otherwise, disclosed by or on behalf of any of the Goodyear Parties, or any of their respective Representatives (as defined below) to the User, or to the directors, partners, officers, employees, agents or advisers, including attorneys, accountants or consultants (collectively, the "Representatives") of User, in connection with FleetHQ, including, but not limited to: (a) all information learned from visits or discussions with Representatives of   any of the Goodyear Parties; (b) all analyses, compilations, studies or other documents concerning FleetHQ; (c) all information concerning the past, current or potential forecasts and business plans, customers, employees, business practices, financial performance, sales information, inventory levels, strategic plans, operations or research and development projects of  any of the Goodyear Parties; (d) all information systems, software programs, processing tapes, record formats or source or object codes owned or licensed by any of the Goodyear Parties; (e) all  notes and other materials prepared by User or its Representatives, to the extent containing or based upon any Confidential Information (including any maintained in computer memory, storage media or similar form); and (f) all information, reports and data furnished by or on behalf of any of the Goodyear Parties or any of their respective Representatives to User or any of its Representatives in connection with FleetHQ, including, without limitation, all Proprietary Items (as defined herein).  User must take the following actions with respect to Confidential Information: (a) use the Confidential Information only for purposes of using the FleetHQ service and program; (b) restrict disclosure of the Confidential Information to Representatives with a need to know the Confidential Information; (c) advise those Representatives of User’s obligations to not disclose the Confidential Information set forth herein and require them to comply with such obligations; (d) not copy the Confidential Information (except in connection with a disclosure or use permitted by clauses (a) or (b) of this sentence); (e) use, and require those Representatives to use, the same degree of care (but not less than reasonable care) as User uses to preserve the confidentiality of its own confidential information of like character; and (f) notify Goodyear promptly following the discovery of the loss of, or any disclosure, access or use not permitted hereby of, the Confidential Information by User or any of its Representatives, and defend, hold harmless and indemnify the Goodyear Parties and their respective Representatives against any and all losses, claims, suits, proceedings, liabilities, costs or expenses (including reasonable attorney’s fees and disbursements) (collectively, "Liabilities and Losses") arising out of or incurred in connection with any disclosure, access or use of the Confidential Information not permitted hereunder.  Without limiting the generality of the foregoing, in no event may User disclose or permit to be disclosed any of the Confidential Information to any competitor of any of the Goodyear Parties.  For purposes of these Terms and Conditions, the term "Affiliate" means, as to a person, (a) any entity more than 50% of which is directly or indirectly owned or controlled by such person, (b) any entity of which such person is an Affiliate and (c) any entity that is an Affiliate of any entity described in the foregoing clauses (b) or (c), or of which any such entity is an Affiliate.  The obligations under this Paragraph do not apply to any Confidential Information that: (a) is or becomes available to, and generally known by, the public other than by breach of these Terms and Conditions; (b) User’s files and records establish as having been in its possession at the time the Confidential Information was received or was or is independently developed by User without direct or indirect use of the Confidential Information; or (c) is received by User from a third party without any obligation of confidentiality to any of the Goodyear Parties.  In the case of any disclosure required by law or in response to a valid subpoena or order of a court or other governmental body of competent jurisdiction or other valid legal process, User must use reasonable efforts to notify Goodyear in writing prior to each disclosure and use reasonable efforts to cooperate with Goodyear so that legally available steps may be taken to resist or narrow the required or requested disclosure and obtain an appropriate protective order or other assurance that confidential treatment will be accorded the Confidential Information, provided that nothing herein shall prevent or restrict any such disclosure to the extent such efforts have not been successful on or before the date User must disclose such Confidential Information under applicable law, rule or regulation.  Within 20 business days from receipt of a written request by Goodyear, User must destroy (with written verification of destruction) or return (at the User’s option) all Confidential Information (including, without limitation, information maintained in any computer memory, storage media or similar form).

5.	User represents and warrants that (a) User  does and will comply with all laws, regulations and contracts, including, but not limited to, laws, regulations and contracts (e.g., privacy policies) in connection with the provision and use of FleetHQ Data under this Agreement; (b) User will not introduce into any system(s) or website(s) used in connection with FleetHQ any virus, program routine, device, or code that is capable of accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming any computers, networks, data, or programs; and (c) to the best of User’s knowledge, all FleetHQ Data submitted by User is accurate.

6.	No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by any of the Goodyear Parties by these Terms and Conditions or any disclosure made under these Terms and Conditions or in connection with FleetHQ, except for the right of User to use the Confidential Information in accordance with these Terms and Conditions.  If, in its sole discretion, Goodyear grants to User a license to any application relating to FleetHQ, such license will be granted by Goodyear under a separate agreement.  No warranties of any kind are given by any of the Goodyear Parties with respect to the Confidential Information.  All original works of authorship, including, without limitation, software, computer programs and databases (including, without limitation, object code, micro code, source code and data structures), all enhancements, modifications and updates thereof and all other original works or materials (including, without limitation, all information, reports and data) that are created by any of the Goodyear Parties (or any of their respective Representatives) in connection with FleetHQ, and all pre-existing concepts, ideas, processes, practices, products, materials, tools and methodologies employed by any of the Goodyear Parties in connection with FleetHQ, all of which User acknowledges are proprietary to the Goodyear Parties (collectively, the "Proprietary Items"), shall be and remain the sole and exclusive property of the Goodyear Parties.  User shall have or obtain no rights in any such Proprietary Items (or in any modifications or enhancements to them) other than the right to use such Proprietary Items, to the extent provided to User as part of the FleetHQ service and program from time to time, and solely for purposes directly related to the FleetHQ service and program.  

7.	User will not use any trademark, trade name or logo of any of the Goodyear Parties (Including, without limitation, FleetHQ) without the prior written authorization of Goodyear. 

8.	Neither these Terms and Conditions nor any discussions or disclosures made in connection with FleetHQ constitutes a commitment to any business relationship, contract or future dealing.  The FleetHQ service and program and/or User’s participation therein may be modified or terminated by a Goodyear Party at any time, without notice.  The obligation to protect the confidentiality of Confidential Information, however, will survive the termination of the FleetHQ service and program or termination of User’s participation therein.  The obligations set forth in Paragraphs 4 and 6 through 10 shall survive, and the Proprietary Items shall be safeguarded against disclosure, in perpetuity.

9.	User acknowledges and agrees that in the event of any breach of Paragraph 4 and/or 6 of these Terms and Conditions, the Goodyear Parties would be irreparably and immediately harmed and could not be made whole by monetary damages.  Accordingly, User agrees that the Goodyear Parties, as applicable, in addition to any other remedy to which any of them may be entitled in law or equity, are entitled to any injunction or injunctions to prevent breaches of Paragraph 4 and/or 6 of these Terms and Conditions and to compel specific performance of Paragraph 4 and/or 6 of these Terms and Conditions, without the need for proof of actual damages.  Users that are service providers (including, without limitation, independent dealers of Goodyear) will defend, hold harmless and indemnify the Goodyear Parties and their respective Representatives from any and all Liabilities and Losses arising out of or incurred in connection with the conduct of such Users in connection with FleetHQ.

10.	If any provision of these Terms and Conditions is held invalid or unenforceable, the provision will be deleted from these Terms and Conditions and replaced by a valid and enforceable provision which so far as possible achieves the intent of the original provision.  The remaining provisions of these Terms and Conditions will continue in full force and effect.  No failure or delay by any of the Goodyear Parties in exercising any right under these Terms and Conditions is a waiver of its rights, nor does any single or partial waiver of its rights preclude any other or further exercise of its rights or the exercise of any other right hereunder.  These Terms and Conditions represent the entire understanding with respect to FleetHQ and supersede all other communications, agreements and understandings relating thereto (but do not affect, as to service providers, applicable program documents issued by The Goodyear Tire & Rubber Company, including, without limitation any Operations Guide or Enrollment Agreement, or any Independent Dealer Agreement or Wholesale Distributor Agreement with The Goodyear Tire & Rubber Company).  These Terms and Conditions may be modified, amended or waived by the Goodyear Parties at any time, provided that no such amendment, modification or waiver shall be effective unless in writing and published by the Goodyear Parties.  These Terms and Conditions are governed by the internal laws of the State of Ohio, without regard to any conflicts of law principles.  All claims, disputes and proceedings arising out of or relating to these Terms and Conditions or the relationship created hereby shall be heard and determined in state or federal court sitting in Summit County, Ohio, and User irrevocably submits to the jurisdiction of such courts and agrees not to assert any objection to the personal jurisdiction or venue of such courts, including, without limitation, any objection based on the inconvenience of venue therein.  These Terms and Conditions may not be assigned by User without the prior written consent of Goodyear.  No permitted assignment will relieve User of its obligations under these Terms and Conditions with respect to Confidential Information or Proprietary Items disclosed to it prior to the assignment.  Any assignment in violation of this Paragraph is void.  These Terms and Conditions are binding upon User’s permitted successors and assigns.  These Terms and Conditions convey no right or remedy on any third party other, provided that, for avoidance of doubt, each of the Goodyear parties is an express, stipulated and intended beneficiary hereof and may enforce these Terms and Conditions.
Goodyear Commercial Tire Systems
