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Member Agreement and Terms of Service
1. ACCEPTANCE OF TERMS BY REGISTERING WITH HOLLEY.COM, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree with the terms and conditions of this Agreement, do not complete the registration process.
This Member Agreement ("Agreement"), including the Legal Notices and the Privacy Policy, contains the entire terms and conditions that apply to your use of Holley.com services, and its website and forum may operate or host from its servers (collectively referred to herein as "The Holley Site").
This Agreement may be modified from time to time without notification. This Agreement supersedes any prior agreements. The current version applies to your use of the Services and the Holley Site both now and in the past.
2. REGISTRATION
To use the Holley Site’s forum, you must complete the registration process, by choosing a member name and a password. Your Member Name will be used to identify you on Holley’s Forum. You may log in to www.holley.com/forums, use the services or modify your information, only through your Member Name and password. You may not have more than one account or Member Name, and only one email address for your use of the Service. By registering, you certify that the email address you provide in the registration is accurate and belongs to you; otherwise we have the option of suspending your account.
Holley is not responsible for maintaining the confidentiality of your password and for any and all activities that occur under your Member Name and password. You agree to notify Holley immediately at ([email protected]) of any unauthorized use of your account or any other breach of security you learn about.
Holley uses Member Names only to identify participants. We keep your email address and other information strictly confidential. You should refrain from using identifiers in choosing your Member Name and in your postings that would compromise your privacy, such as your email address, URLs, full name, street address, telephone or fax numbers, place of employment, etc.
3. PRIVACY
You are providing your electronic mail ("email") address for the purposes of registering to access this service. Correctly entering your email address is important so that you are able to participate in the collaboration process (e.g. you will receive email notifications when a problem/question you posted receives a comment or a proposed solution.) Occasionally, you will receive newsletters, emails and other information and notices with information that Holley deems to be of interest to registered members. If you do not want to receive newsletters and updates, you may opt out of those services when you register, or, after receiving the newsletters and updates, you may unsubscribe.
Holley may disclose to third parties certain aggregate information contained in your Registration Data or related data, provided that, such information will not include personally identifying information, except as specifically authorized by you or in the good faith belief that such action is reasonably necessary to comply with the law, legal process, to enforce this Agreement, or under any of the other circumstances set forth in our privacy policy, as may be amended from time to time.
4. GUIDELINES FOR USE
The Holley Site is only available for use by individuals ages 13 or over. The services and site may not be used by scripts, machines or automated services without express written consent from Holley.
The Holley Site may be used only for lawful purposes. Registered members must comply with all applicable local, state, national and international laws, regulations or conventions, including without limitation those related to data privacy, international communications, and exportation of technical or personal data. You may not use the services or site for any criminal or illegal activities or any activities that might be legally actionable.
Holley reserves the right to determine at its sole discretion, what constitutes Internet abuse and objectionable conduct. If Holley, its management, webmaster or staff believes, in its sole discretion, that a violation of the guidelines has occurred, it may take responsive action. Such action may include, but not be limited to, permanent removal of illegal or inappropriate information or content, or suspension or termination of your membership and access to Holley’s Site. Some violations include, but is not limited to:
1. Uploading, posting or otherwise transmitting any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. This includes photos of slaughtered animals
2. Forging HTTP headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the service or developing restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page).
3. Uploading, posting or otherwise transmitting any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
4. Interfering with or disrupting the service or servers or networks connected to the service, or disobeying any requirements, procedures, policies or regulations of networks connected to the service.
5. Stalking or otherwise harassing another member.
6. Collecting or storing personal data about other users.
7. Using a Member Name or posting, transmitting or linking to any text or images that are sexually explicit, pornographic, violent, racially or ethnically objectionable or grossly offensive to the online community.
8. Posting, transmitting or linking to defamatory and libelous statements or other statements that would violate any third party's privacy or publicity rights.
9. Posting, transmitting or linking to profane language, descriptions of situations or scenarios considered, inappropriate by Holley and its representatives.
10. Impersonating any person or using a name that you are not authorized to use could lead to a suspension.
11. Planning illegal activities, such as creating computer viruses, building a bomb or counterfeiting money or pirating software, Serial Numbers of products for which you do not have a registered license.
12. Advertising, promoting in any way or offering to sell any goods or services for any commercial purpose.
13. Soliciting individuals for employment.
14. Soliciting individuals to join other services.
15. Posting links in open questions or in personal profiles that lead to a competitor's site.
16. Promoting any products or services that are unlawful at the location at which the content is posted or received.
17. Posting any content that infringes any third party's intellectual property rights, license agreements or that violates any confidentiality agreements or contracts of employment.
18. Posting, transmitting or linking to statements that are intentionally false or misleading.
19. Introducing viruses, worms, harmful codes or Trojan horses.
20. Spamming, flaming or other similar activities, such as arguments between one or more members in a question.
21. Misuse of the Holley Site for any reason.
22. Violating the guidelines for academic honesty or other unethical behavior, it is allowable to help a student with a project, but not doing it for them.
23. Intentionally or unintentionally violating any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
24. Using your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond Holley’s Site.
25. Engaging in commercial activities. This includes, but is not limited to, the following activities: a. Offering for sale any products or services;
b. Soliciting for advertisers or sponsors;
c. Conducting raffles or contests that require any type of entry fee;
d. Displaying a sponsorship banner of any kind, including those that are generated by banner or link exchange services;
e. Displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their web sites.
Violations of system and network security are strictly prohibited. You may not misuse system resources including but not limited to employing posts or programs which consume excessive CPU time or storage space, permitting use of mail services, mail forwarding capabilities, POP accounts or auto-responders other than for your own account. If you notice a problem with other members not following these guidelines, please notify us by contacting the webmaster at (link to webmaster’s email)
5. CONTENT LICENSE
Holley allows its members to post problems or questions, proposed solutions or answers, information, comments and other content ("Your Content") to the Holley Site. When you post content to the Holey Site, you understand and agree that your content can be viewed and used by other members who visit the Holley Site.
You represent and warrant that you own or otherwise control all of the rights to the content you post on the Holley Site and that use of your content by Holley and its affiliates will not infringe upon or violate the rights of any third party. Before you use Holley’s Site services to post any information or content that is protected by intellectual property laws, you shall have acquired the legal right to do so from the owner or authorized licensee of such information or content.
By registering with Holley and posting your personal content on the Holley Site, you hereby grant Holley a non-exclusive, perpetual, irrevocable, unrestricted, transferable, fully sub-licensable, worldwide, royalty-free license to use, distribute, display, reproduce, perform, modify, adapt, publish, translate and create derivative works from your content in any form, media or technology, whether now-known or hereafter developed. You also grant Holley and its affiliates and sub-licensees the right to use your member name that you submit with your content for purposes of attribution. If you do not wish to have your content attributed to you, then you must notify Holley by contacting the webmaster at ([email protected])
6. HOLLEY PROPERTY RIGHTS
The layout, design, concept and organization of the Holley Site and services are subject to Holley’s patents, copyrights and other intellectual property rights. All rights are reserved.
You acknowledge and agree that Holley owns all right, title and interest in (i) the services; (ii) the Holley Site; (iii) the technology available on the services or the Holley Site; and (iv) all copyrights, patents, trademarks and other intellectual property rights therein. Any use of the Holley Site, technology, and/or the copyrights, patents, trademarks or other intellectual property rights, other than as described in this Agreement, is not licensed and is strictly prohibited.
You agree that you will obtain the express written permission from Holley before you copy, upload, transmit, reproduce, distribute or in any way exploit any of Holley’s services, technology and/or the copyrights, patents, trademarks or the other intellectual property rights, obtained through the Holley Site.
7. DISCLAIMERS OF WARRANTY
YOU EXPRESSLY AGREE THAT USE OF HOLLEY’S SITE IS AT YOUR SOLE RISK. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
HOLLEY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE OPERATION OF THE HOLLEY SITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE HOLLEY SITE. HOLLEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
HOLLEY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. HOLLEY DOES NOT WARRANT THAT THE SITE OR ITS SERVICES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIALS. NOR DOES HOLLEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, WHETHER BY IMPLICATION, ESTOPPEL OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
8. LIMITATION ON LIABILITY
REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT SHALL HOLLEY, ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, TECHNOLOGY OR CONTENT AVAILABLE ON THE SERVICES ("HOLLEY AFFILIATES"), BE LIABLE TO YOU IN ANY MANNER WHATSOEVER: (i) FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICES; (ii) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (iii) FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF REPUTATION, EVEN IF HOLLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF ANY SERVICES PROVIDED BY HOLLEY SHALL BE CANCELLATION OF YOUR MEMBERSHIP TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
9. INDEMNIFICATION
Holley provides its services and the Holley Site to members on the assumption that members will act professionally and responsibly. If they do not, members must bear full responsibility for their actions. As a member, you agree to defend, indemnify and hold harmless Holley, its officers, directors, employees and agents from and against all claims, demands, actions, suits, damages, liabilities and costs, including reasonable attorneys' and experts' fees, related to or arising from (i) any breach of your covenants under this Agreement; (ii) your use of the services or the Holley Site; (iii) all conduct and activities occurring under your member name and password; (iv) any defamatory, libelous or illegal material contained within your content or your information and data; (v) any claim or contention that your content or your information and data infringes any third party's patent, copyright or other intellectual property rights or violates any third party's rights of privacy or publicity; and (vi) any third party's access or use of your content or your information and data. Holley reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so. You shall not settle any such claim or liability without the prior written consent of Holley which shall not be unreasonably withheld.
10. TERM, TERMINATION
This Agreement shall be effective for as long as you use the services.
Either you or Holley may terminate this Agreement with or without cause. Holley at its sole discretion, may terminate this Agreement immediately if, based on its sole judgment, it determines that you have (i) breached this Agreement or the guidelines established for the use of the services or Holley Site, (ii) infringed or violated any intellectual property right of Holley, or (iii) infringed or violated any intellectual property right or privacy or publicity right of a third party.
The termination of this Agreement shall terminate your access to the services. Neither Holley or any of its affiliates shall be liable to you or to any third party for termination of the services for any reason. The termination of this Agreement does not relieve you of your obligation to pay any fees accrued or payable for use of the services prior to the effective date of termination of this Agreement.
Upon termination of this Agreement, the perpetual license you have granted to Holley shall continue. Provisions, which by their nature would be expected to survive termination, shall survive and remain in full force and effect in accordance with their terms.
11. EXPORT CONTROL COMPLIANCE
You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.
The export control laws of the United States and other jurisdictions regulate the export of certain technology. This includes email transmission of certain information to foreign countries and foreign nationals. You agree to abide by these laws.
12. NO ASSIGNMENT
Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Holley.
13. SEVERABILITY
If any provision of this Agreement or portion thereof is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14. APPLICABLE LAW AND JURISDICTION
This Site (excluding links) is controlled and operated from Holley Performance Products, Bowling Green, Kentucky, USA. You agree that all matters arising from or relating to the use and operation of the Holley Site and services shall be governed by the laws of the State of Kentucky and the United States of America, without regard to conflicts of laws principles. This Agreement also shall be governed by and construed in accordance with the laws of the State of Kentucky and the United States of America. The federal and state courts of the State of Kentucky shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement or arising from or relating to the operation or use of the Holley Site or services. You expressly consent to (i) the personal jurisdiction of such courts over you; and (ii) service of process being affected upon you by either email or registered mail sent to the address you provide Holley in connection with your subscription for services. Unless prohibited by the law of your jurisdiction, you waive any requirement that service of process or of any documents be made upon you pursuant to the provisions of The Hague Service Convention.
15. MODIFICATIONS TO SERVICE
Holley reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the service (or any part thereof) with or without notice. You agree that Holley shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service.
16. COPYRIGHTS
Holley respects the intellectual property rights of others and we ask our users to do the same.
17. TRADEMARKS
The use of any Holley logo and/or the (DOMAIN) is granted only if not modified in any way, unless permission is granted in writing. Permission to use the LOGO and/or DOMAIN, if shown on the same material as another logo, graphic, or domain name must also be granted in writing. Use of the LOGO and/or DOMAIN must also not be used for commercial, malicious, illegal, or competitive reasons.
18. NOTICES
Except as explicitly stated otherwise, all notices permitted or required under this Agreement shall be by email, to us at ([email protected]) and to you at the email address you provide Holley during the registration process, or to such other address as either of us shall specify in writing as our addresses for notice. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Evidence of successful transmission shall be retained.
Holley may modify the terms of this Agreement at its sole discretion by posting modifications on its website. Your continued use of the Services after notice of modifications constitutes your acceptance of the modifications. If you do not agree to the modifications, you should cancel your membership to the Services and terminate this Agreement.
19. VIOLATIONS
Please report any violations of the terms of service to us.([email protected])
1. ACCEPTANCE OF TERMS BY REGISTERING WITH HOLLEY.COM, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree with the terms and conditions of this Agreement, do not complete the registration process.
This Member Agreement ("Agreement"), including the Legal Notices and the Privacy Policy, contains the entire terms and conditions that apply to your use of Holley.com services, and its website and forum may operate or host from its servers (collectively referred to herein as "The Holley Site").
This Agreement may be modified from time to time without notification. This Agreement supersedes any prior agreements. The current version applies to your use of the Services and the Holley Site both now and in the past.
2. REGISTRATION
To use the Holley Site’s forum, you must complete the registration process, by choosing a member name and a password. Your Member Name will be used to identify you on Holley’s Forum. You may log in to www.holley.com/forums, use the services or modify your information, only through your Member Name and password. You may not have more than one account or Member Name, and only one email address for your use of the Service. By registering, you certify that the email address you provide in the registration is accurate and belongs to you; otherwise we have the option of suspending your account.
Holley is not responsible for maintaining the confidentiality of your password and for any and all activities that occur under your Member Name and password. You agree to notify Holley immediately at ([email protected]) of any unauthorized use of your account or any other breach of security you learn about.
Holley uses Member Names only to identify participants. We keep your email address and other information strictly confidential. You should refrain from using identifiers in choosing your Member Name and in your postings that would compromise your privacy, such as your email address, URLs, full name, street address, telephone or fax numbers, place of employment, etc.
3. PRIVACY
You are providing your electronic mail ("email") address for the purposes of registering to access this service. Correctly entering your email address is important so that you are able to participate in the collaboration process (e.g. you will receive email notifications when a problem/question you posted receives a comment or a proposed solution.) Occasionally, you will receive newsletters, emails and other information and notices with information that Holley deems to be of interest to registered members. If you do not want to receive newsletters and updates, you may opt out of those services when you register, or, after receiving the newsletters and updates, you may unsubscribe.
Holley may disclose to third parties certain aggregate information contained in your Registration Data or related data, provided that, such information will not include personally identifying information, except as specifically authorized by you or in the good faith belief that such action is reasonably necessary to comply with the law, legal process, to enforce this Agreement, or under any of the other circumstances set forth in our privacy policy, as may be amended from time to time.
4. GUIDELINES FOR USE
The Holley Site is only available for use by individuals ages 13 or over. The services and site may not be used by scripts, machines or automated services without express written consent from Holley.
The Holley Site may be used only for lawful purposes. Registered members must comply with all applicable local, state, national and international laws, regulations or conventions, including without limitation those related to data privacy, international communications, and exportation of technical or personal data. You may not use the services or site for any criminal or illegal activities or any activities that might be legally actionable.
Holley reserves the right to determine at its sole discretion, what constitutes Internet abuse and objectionable conduct. If Holley, its management, webmaster or staff believes, in its sole discretion, that a violation of the guidelines has occurred, it may take responsive action. Such action may include, but not be limited to, permanent removal of illegal or inappropriate information or content, or suspension or termination of your membership and access to Holley’s Site. Some violations include, but is not limited to:
1. Uploading, posting or otherwise transmitting any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. This includes photos of slaughtered animals
2. Forging HTTP headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the service or developing restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page).
3. Uploading, posting or otherwise transmitting any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
4. Interfering with or disrupting the service or servers or networks connected to the service, or disobeying any requirements, procedures, policies or regulations of networks connected to the service.
5. Stalking or otherwise harassing another member.
6. Collecting or storing personal data about other users.
7. Using a Member Name or posting, transmitting or linking to any text or images that are sexually explicit, pornographic, violent, racially or ethnically objectionable or grossly offensive to the online community.
8. Posting, transmitting or linking to defamatory and libelous statements or other statements that would violate any third party's privacy or publicity rights.
9. Posting, transmitting or linking to profane language, descriptions of situations or scenarios considered, inappropriate by Holley and its representatives.
10. Impersonating any person or using a name that you are not authorized to use could lead to a suspension.
11. Planning illegal activities, such as creating computer viruses, building a bomb or counterfeiting money or pirating software, Serial Numbers of products for which you do not have a registered license.
12. Advertising, promoting in any way or offering to sell any goods or services for any commercial purpose.
13. Soliciting individuals for employment.
14. Soliciting individuals to join other services.
15. Posting links in open questions or in personal profiles that lead to a competitor's site.
16. Promoting any products or services that are unlawful at the location at which the content is posted or received.
17. Posting any content that infringes any third party's intellectual property rights, license agreements or that violates any confidentiality agreements or contracts of employment.
18. Posting, transmitting or linking to statements that are intentionally false or misleading.
19. Introducing viruses, worms, harmful codes or Trojan horses.
20. Spamming, flaming or other similar activities, such as arguments between one or more members in a question.
21. Misuse of the Holley Site for any reason.
22. Violating the guidelines for academic honesty or other unethical behavior, it is allowable to help a student with a project, but not doing it for them.
23. Intentionally or unintentionally violating any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
24. Using your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond Holley’s Site.
25. Engaging in commercial activities. This includes, but is not limited to, the following activities: a. Offering for sale any products or services;
b. Soliciting for advertisers or sponsors;
c. Conducting raffles or contests that require any type of entry fee;
d. Displaying a sponsorship banner of any kind, including those that are generated by banner or link exchange services;
e. Displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their web sites.
Violations of system and network security are strictly prohibited. You may not misuse system resources including but not limited to employing posts or programs which consume excessive CPU time or storage space, permitting use of mail services, mail forwarding capabilities, POP accounts or auto-responders other than for your own account. If you notice a problem with other members not following these guidelines, please notify us by contacting the webmaster at (link to webmaster’s email)
5. CONTENT LICENSE
Holley allows its members to post problems or questions, proposed solutions or answers, information, comments and other content ("Your Content") to the Holley Site. When you post content to the Holey Site, you understand and agree that your content can be viewed and used by other members who visit the Holley Site.
You represent and warrant that you own or otherwise control all of the rights to the content you post on the Holley Site and that use of your content by Holley and its affiliates will not infringe upon or violate the rights of any third party. Before you use Holley’s Site services to post any information or content that is protected by intellectual property laws, you shall have acquired the legal right to do so from the owner or authorized licensee of such information or content.
By registering with Holley and posting your personal content on the Holley Site, you hereby grant Holley a non-exclusive, perpetual, irrevocable, unrestricted, transferable, fully sub-licensable, worldwide, royalty-free license to use, distribute, display, reproduce, perform, modify, adapt, publish, translate and create derivative works from your content in any form, media or technology, whether now-known or hereafter developed. You also grant Holley and its affiliates and sub-licensees the right to use your member name that you submit with your content for purposes of attribution. If you do not wish to have your content attributed to you, then you must notify Holley by contacting the webmaster at ([email protected])
6. HOLLEY PROPERTY RIGHTS
The layout, design, concept and organization of the Holley Site and services are subject to Holley’s patents, copyrights and other intellectual property rights. All rights are reserved.
You acknowledge and agree that Holley owns all right, title and interest in (i) the services; (ii) the Holley Site; (iii) the technology available on the services or the Holley Site; and (iv) all copyrights, patents, trademarks and other intellectual property rights therein. Any use of the Holley Site, technology, and/or the copyrights, patents, trademarks or other intellectual property rights, other than as described in this Agreement, is not licensed and is strictly prohibited.
You agree that you will obtain the express written permission from Holley before you copy, upload, transmit, reproduce, distribute or in any way exploit any of Holley’s services, technology and/or the copyrights, patents, trademarks or the other intellectual property rights, obtained through the Holley Site.
7. DISCLAIMERS OF WARRANTY
YOU EXPRESSLY AGREE THAT USE OF HOLLEY’S SITE IS AT YOUR SOLE RISK. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
HOLLEY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE OPERATION OF THE HOLLEY SITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE HOLLEY SITE. HOLLEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
HOLLEY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. HOLLEY DOES NOT WARRANT THAT THE SITE OR ITS SERVICES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIALS. NOR DOES HOLLEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, WHETHER BY IMPLICATION, ESTOPPEL OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
8. LIMITATION ON LIABILITY
REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT SHALL HOLLEY, ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, TECHNOLOGY OR CONTENT AVAILABLE ON THE SERVICES ("HOLLEY AFFILIATES"), BE LIABLE TO YOU IN ANY MANNER WHATSOEVER: (i) FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICES; (ii) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (iii) FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF REPUTATION, EVEN IF HOLLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF ANY SERVICES PROVIDED BY HOLLEY SHALL BE CANCELLATION OF YOUR MEMBERSHIP TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
9. INDEMNIFICATION
Holley provides its services and the Holley Site to members on the assumption that members will act professionally and responsibly. If they do not, members must bear full responsibility for their actions. As a member, you agree to defend, indemnify and hold harmless Holley, its officers, directors, employees and agents from and against all claims, demands, actions, suits, damages, liabilities and costs, including reasonable attorneys' and experts' fees, related to or arising from (i) any breach of your covenants under this Agreement; (ii) your use of the services or the Holley Site; (iii) all conduct and activities occurring under your member name and password; (iv) any defamatory, libelous or illegal material contained within your content or your information and data; (v) any claim or contention that your content or your information and data infringes any third party's patent, copyright or other intellectual property rights or violates any third party's rights of privacy or publicity; and (vi) any third party's access or use of your content or your information and data. Holley reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so. You shall not settle any such claim or liability without the prior written consent of Holley which shall not be unreasonably withheld.
10. TERM, TERMINATION
This Agreement shall be effective for as long as you use the services.
Either you or Holley may terminate this Agreement with or without cause. Holley at its sole discretion, may terminate this Agreement immediately if, based on its sole judgment, it determines that you have (i) breached this Agreement or the guidelines established for the use of the services or Holley Site, (ii) infringed or violated any intellectual property right of Holley, or (iii) infringed or violated any intellectual property right or privacy or publicity right of a third party.
The termination of this Agreement shall terminate your access to the services. Neither Holley or any of its affiliates shall be liable to you or to any third party for termination of the services for any reason. The termination of this Agreement does not relieve you of your obligation to pay any fees accrued or payable for use of the services prior to the effective date of termination of this Agreement.
Upon termination of this Agreement, the perpetual license you have granted to Holley shall continue. Provisions, which by their nature would be expected to survive termination, shall survive and remain in full force and effect in accordance with their terms.
11. EXPORT CONTROL COMPLIANCE
You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.
The export control laws of the United States and other jurisdictions regulate the export of certain technology. This includes email transmission of certain information to foreign countries and foreign nationals. You agree to abide by these laws.
12. NO ASSIGNMENT
Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Holley.
13. SEVERABILITY
If any provision of this Agreement or portion thereof is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14. APPLICABLE LAW AND JURISDICTION
This Site (excluding links) is controlled and operated from Holley Performance Products, Bowling Green, Kentucky, USA. You agree that all matters arising from or relating to the use and operation of the Holley Site and services shall be governed by the laws of the State of Kentucky and the United States of America, without regard to conflicts of laws principles. This Agreement also shall be governed by and construed in accordance with the laws of the State of Kentucky and the United States of America. The federal and state courts of the State of Kentucky shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement or arising from or relating to the operation or use of the Holley Site or services. You expressly consent to (i) the personal jurisdiction of such courts over you; and (ii) service of process being affected upon you by either email or registered mail sent to the address you provide Holley in connection with your subscription for services. Unless prohibited by the law of your jurisdiction, you waive any requirement that service of process or of any documents be made upon you pursuant to the provisions of The Hague Service Convention.
15. MODIFICATIONS TO SERVICE
Holley reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the service (or any part thereof) with or without notice. You agree that Holley shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service.
16. COPYRIGHTS
Holley respects the intellectual property rights of others and we ask our users to do the same.
17. TRADEMARKS
The use of any Holley logo and/or the (DOMAIN) is granted only if not modified in any way, unless permission is granted in writing. Permission to use the LOGO and/or DOMAIN, if shown on the same material as another logo, graphic, or domain name must also be granted in writing. Use of the LOGO and/or DOMAIN must also not be used for commercial, malicious, illegal, or competitive reasons.
18. NOTICES
Except as explicitly stated otherwise, all notices permitted or required under this Agreement shall be by email, to us at ([email protected]) and to you at the email address you provide Holley during the registration process, or to such other address as either of us shall specify in writing as our addresses for notice. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Evidence of successful transmission shall be retained.
Holley may modify the terms of this Agreement at its sole discretion by posting modifications on its website. Your continued use of the Services after notice of modifications constitutes your acceptance of the modifications. If you do not agree to the modifications, you should cancel your membership to the Services and terminate this Agreement.
19. VIOLATIONS
Please report any violations of the terms of service to us.([email protected])