Provision For Choice of Jurisdiction and Applicable Law:
The Terms of this agreement with Russell & Smith Ford shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. You and Russell & Smith Ford agree to submit to the exclusive jurisdiction of the courts located within the county of Harris, Texas to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Russell & Smith Ford shall still be allowed to apply for injunctive remedies (or and equivalent type of urgent legal relief) in any jurisdiction. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
Provisions Related to Binding Acceptance of Agreement:
In order to use this Web Site, you must first agree to the Term. You may not use the Web Site if you do not accept the Terms. You can accept the Terms by:
- clicking to accept or agree to the Terms, where the option is mage available to you by Russell & Smith Ford in the user interface; or
- by actually using the Web Site. In this case, you understand and agree that Russell & Smith Ford will treat your use of the Web Site as acceptance of the Terms from that point onwards and that you have effectively and legally entered in to a binding agreement with Russell & Smith Ford.
You may not use the Web Site and may not accept the Terms if:
- you are not of a legal age to form a binding contract with Russell & Smith Ford
- you are a person barred from receiving the Web Site under the laws of the State of Texas or other States of the United States including the State in which you are a resident or from which you use the Web Site.
Before you continue, you should print off or save a local copy of the Agreement for your records and to review. The Agreement forms a legally binding contract between you and Russell & Smith Ford in relation to your use of the Web Site. It is important that you take the time to read the terms of the Agreement carefully. Collectively, this legal agreement is referred to below as the “Agreement”.
In order to access the Web Site, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Services provided, or as part of your continued use of the Web Site. You agree that any registration information you give to Russell & Smith Ford will always be accurate, correct, and up-to-date. The Terms constitute the whole legal agreement between you and Russell & Smith Ford and govern your use of the Web Site and completely replace any prior agreements between you and Russell & Smith Ford in relation to the Web Site, but not in relation to any written agreement.
PROVISIONS FOR CONSIDERATION
You should be aware that Content presented to you as part of the Web Site, including but not limited to advertisements in the Web Site and sponsored Content within the Web Site may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Russell & Smith Ford (or by other persons or companies on their behalf). You many not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Russell & Smith Ford or by the owners of that Content, in a separate agreement.
You agree that if Russell & Smith Ford does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Russell & Smith Ford has the benefit of under any applicable law), this will not be taken to be a formal waiver of Russell & Smith Ford’s rights and that those rights or remedies will still be available to Russell & Smith Ford.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK AND THAT THE WEB SITEARE PROVIDED “AS IS” AND “AS AVAILABLE”.
SUBJECT TO OVERALL PROVISION YOU EXPRESSLY UNDERSTAND AND AGREE THAT Russell & SMITH FORD, IT’S SUBSIDARIES AND AFFILIATES, AND IT’S LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
- ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORYOF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY,) ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE OF GOODS OR WEB SITE, OR OTHER INTANGIBLE LOSS;
- ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR
EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEB SITE;
(II) ANY CHANGES WHICH RUSSELL & SMITH FORD MAY MAKE TO THE WEBSITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE WEB SITE (OR ANY OTHER FEATURES WITHIN THE WEB SITE);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE WEBSITE;
(III) YOUR FAILURE TO KEEP YOUR ACCOUNT DETAILS OR PASSWORD SECURE AND CONFIDENTIAL;
THE LIMITATIONS ON RUSSELL & SMITH FORD’S LIABILITY TO YOU IN THE PARAGRAPHS ABOVE SHALL APPLY WHETHER OR NOT RUSSELL & SMITH FORD HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
General Terms
If you use the Web Site to download a piece of software, or purchase goods, which are provided by another person or company, Your use of these other Web Site, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
You agree that Russell & Smith Ford may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Web Site.
You acknowledge and agree that each member of the group of companies of which Russell & Smith Ford is the parent or related party shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
Termination
The Terms will continue to apply until terminated by either you or Russell & Smith Ford as set out in this agreement. If you want to terminate your legal agreement with Russell & Smith Ford, you may request that it be terminated by notifying Russell & Smith Ford in writing. Russell & Smith Ford may then permit such termination as requested or refuse to terminate. If at any time, you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to comply to the terms of the agreement, or are unable to comply with the provisions of the Terms, Russell & Smith Ford may terminate the agreement. Russell & Smith Ford may also terminate the agreement if:
- Russell & Smith Ford is required to do so by law (for example, where the provision of the Web Site access becomes unlawful); or
- Russell & Smith Ford is transitioning to no longer providing the Web Site to users in the state in which your are a resident or from which you use the service; or
- the provision of the Web Site to you by Russell & Smith Ford is, in Russell & Smith Ford’s opinion, no longer commercially viable.
Privacy Policies
You agree to the use of your data in accordance with Russell & Smith Ford’s privacy policies.
Your use of Russell & Smith Ford’s products, software, Web Site, and web sites (referred to collectively as the “Web Site) in this document and excluding any services provided to you by Russell & Smith Ford under a separate written agreement) is subject to the terms of a legal agreement between you and Russell & Smith Ford. “Russell & Smith Ford” means Russell & Smith Ford Inc., whose principal place of business is at 3440 South Loop West, Houston, Texas 77025, United States. This document explains how the agreement is made up, and sets out the terms of that agreement.
Unless otherwise agreed in writing with Russell & Smith Ford, your agreement with Russell & Smith Ford will always include, at a minimum, the terms and conditions set out in this document.
Your agreement with Russell & Smith Ford will also include the terms of any Legal Notices applicable to the Web Site. All of these are referred to below as the “Additional Terms”.
You agree not to access (or attempt to access) any of the Web Site by any means other than through the interface that is provided by Russell & Smith Ford, unless you have been specifically allowed to do so in a separate agreement with Russell & Smith Ford. You specifically agree not to access (or attempt to access) any of the Web Site through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Web Site.
You agree that you will not engage in any activity that interferes with or disrupts the Web Site (or the servers and networks which are connected to the Web Site.)
Unless you have been specifically permitted to do so in a separate agreement with Russell & Smith Ford, you agree that you will not reproduce, duplicate, copy, sell, trade, or resell the Web Site for any purpose.
You agree that you are solely responsible for (and that Russell & Smith Ford has no responsibility to you or to any third party for) any breach of your obligations under the Terms of this Agreement and for the consequences (including any loss or damage which Russell & Smith Ford may suffer) of any such breach.
Passwords and Account Security
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Web Site.
Accordingly, you agree that you will be solely responsible to Russell & Smith Ford for all activities that occur under your account
If you become aware of any unauthorized use of your password or of your account, you agree to notify Russell & Smith Ford immediately at: Russell & Smith Ford 3440 South Loop West Houston, TX 77025.
Content in the Web Site
You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Web Site are the sole responsibility of the person from which such content originated.
Russell & Smith Ford reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove any or all content from any Service. For some of the Web Site, Russell & Smith Ford may provide tools to filter out explicit sexual content.
You agree that you are solely responsible for (and that Russell & Smith Ford has no responsibility to you or to any third party for) any Content that you create transmit, or display while using the Web Site and for the consequences of your actions (including any loss or damage which Russell & Smith Ford may suffer) by doing so.
Proprietary Rights
You acknowledge and agree that Russell & Smith Ford (or Russell & Smith Ford’s licensors) own all legal rights, title, and interest in and to the Web Site, including any intellectual property rights which subsist in the Web Site (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Web Site may contain information which is designated confidential by Russell & Smith Ford and that you shall not disclose such information without Russell & Smith Ford’s prior written consent.
Unless you have agreed otherwise in writing with Russell & Smith Ford, nothing in the Terms gives you a right to use any of Russell & Smith Ford’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Web Site.
Unless you have been expressly authorized to do so in writing by Russell & Smith Ford, you agree that in using the Web Site, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.
Exclusions of Warranties
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT RUSSELL & SMITH FORD’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDITIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXLCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN PARTICULAR, RUSSELL & SMITH FORD, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
- YOUR USE OF OUR WEB SITE WILL MEET YOUR REQUIREMENTS;
- YOUR USE OF THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
- ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE WEB SITE WILL BE ACCURATE OR RELIABLE; AND
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RUSSELL & SMITH FORD OR THROUGH OR FROM THE WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
RUSSELL & SMITH FORD FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICUALR PURPOSE AND NON-INFRINGEMENT.
Third Party Advertisements
Sometimes third-party advertisers may display advertisements and promotions that link to the Web Site. These advertisements may be targeted to the content of the information stored on the Web Site, queries made through the Web Site or other information. The manner, mode, and extent of advertising by Russell & Smith Ford on the Web Site are subject to change without specific notice to you and to any such third party.
Content
The Web Site may include hyperlinks to other web sites or content or resouces. Russell & Smith Ford may have not control over any web sites or resources which are provided by companies or persons other than Russell & Smith Ford.
You acknowledge and agree that Russell & Smith Ford is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources.
You acknowledge and agree that Russell & Smith Ford is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such web sites or resources.
Changes to Terms
Russell & Smith Ford may make changes to the Agreement or Additional Terms from time to time regarding use of the Web Site. When these changes are made, Russell & Smith Ford will make a new copy of the agreement available at the affected Web Site. Any new Additional Terms will be made available to you from within or through, the affected Web Site. You understand and agree that if you use the Web Site after the date on which the Agreement or Additional Terms have changed, Russell & Smith Ford will treat your use as acceptance of the updated Agreement or Additional Terms.
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