TERMS OF USE & SERVICE AGREEMENT

THIS TERMS OF USE & SERVICE AGREEMENT (‘Agreement”) is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”) on various web pages operated by Precision of New Hampton, Inc. (“PNH”). www.gopnh.com (“GOPNH”) is offered to you, but made between the approved registered users (“Company”) and any person (“User”) who completes the registration process to open and maintain an account with PNH’s online ecommerce site (“Store”). Your use of GOPNH constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF ‘GOPNH’ OR THE ‘STORE’, USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATION NON-ACCEPTANCE MUST BE SELECTED, COMPANY WILL PROMPTLY CANCEL THIS TRANSACTION AND USER MAY NOT ACCESS OR USE ANY PART OF ‘GOPNH’ OR THE ‘STORE’.

PNH is in the business of manufacturing torque converters and distributing transmission parts. www.gopnh.com gives detailed information with industry part numbers, original equipment numbers, technical details, specifications and images of products that are for sale. The purpose on PNH's website is to help customers identify their needs in order to place an order. The purpose of the PNH ecommerce site is for approved customers to check their wholesale prices, on hand availability, and to place orders online in lieu of calling, emailing, or faxing an order to PNH.

Electronic Communications

Visiting www.gopnh.com or sending emails to PNH constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your Account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that PNH is not responsible for third party access to your account that results from theft or misappropriation of your account. PNH and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Accessibility

User agrees that from time to time GOPNH and the STORE may be inaccessible or inoperable for any reason, including without limitation: equipment malfunctions, periodic maintenance procedures or repairs which Company may undertake from time to time, or causes beyond the control of Company or which are not reasonably foreseeable by Company.

Links to Third Party Sites/Third Party Services

GOPNH and the STORE may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of PNH and PNH is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. PNH is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by PNH of the site or any association with its operators.

Certain services made available via GOPNH and the STORE are delivered by third party sites and organizations. By using any product, service or functionality originating from the GOPNH and the STORE domain, you hereby acknowledge and consent that PNH may share such information and data with any third party with whom PNH has a contractual relationship to provide the requested product, service or functionality on behalf of www.gopnh.com users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use GOPNH and the STORE strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to PNH that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of PNH or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. PNH content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of PNH and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of PNH or our licensors except as expressly authorized by these Terms.

Limitations

Security. User shall be solely responsible for the security, confidentiality and integrity of all information accessible to them through their login details. User shall be solely responsible for any authorized or unauthorized access to User’s account by any person. User agrees to bear all responsibility for the confidentiality of User’s password.

Privacy. When reasonably practicable, Company will attempt the respect User’s privacy. Company will not monitor, edit, or disclose any personal information about User or User’s account, including its contents or User’s use of the Service, without User’s prior consent unless Company has a good faith belief that such action is necessary to: comply with legal process or other legal requirements of any governmental authority; protect and defend the rights or property of Company; enforce this Agreement; protect the interests of users of the Service; or operate or conduct maintenance and repair of Company’s services or equipment, including the Service as authorized by law. User has no expectation of privacy with respect to the Internet generally. User’s IP address is transmitted and recorded with each login User sends from the service.

Prohibition on Web Scraping

You are prohibited from using any automated means, including but not limited to web scraping, crawling, or indexing, to collect or extract data from this website. You are prohibited to copy or scrape any information from GOPNH or the STORE. Any violation of this prohibition may result in the imposition of a fine of $1,000,000 per day for each day of violation.

1. Definition of Web Scraping

For the purposes of this policy, "web scraping" means the use of an automated means to collect or extract data from a website without the express permission of the website owner.

2. Exceptions

The prohibition on web scraping does not apply to:

Search engines that are indexing the website for the purpose of providing search results to users; or

Content aggregators that are collecting information from the website for the purpose of providing a summary of the website's content to users.

3. Enforcement

The website owner may enforce this policy by blocking access to the website from any IP address or domain that is used to violate the policy. The website owner may also impose a fine for each day of violation.

User Representations

User represents and warrants to Company that: (a) User is over the age of eighteen (18) and has the power and authority to enter into and perform User’s obligations under this agreement; (b) all information provided by User to company is truthful, accurate and complete; (c) User shall comply with all terms and conditions of this Agreement and will provide accurate and complete registration information, including without limitation, User’s legal name, address and telephone number.

International Users

The Service is controlled, operated and administered by PNH from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the PNH Content accessed through www.gopnh.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless PNH, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. PNH reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with PNH in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PRECISION OF NEW HAMPTON, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

PRECISION OF NEW HAMPTON, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. PRECISION OF NEW HAMPTON, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRECISION OF NEW HAMPTON, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PRECISION OF NEW HAMPTON, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

PNH reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Iowa and you hereby consent to the exclusive jurisdiction and venue of courts in Iowa in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and PNH as a result of this agreement or use of the Site. PNH's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of PNH's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by PNH with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and PNH with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and PNH with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

PNH reserves the right, in its sole discretion, to change the Terms under which www.gopnh.com is offered. The most current version of the Terms will supersede all previous versions. PNH encourages you to periodically review the Terms to stay informed of our updates.

Violation

Any violation of this this contract may result in the imposition of a fine of $1,000,000 per day for each day of violation.

Interpretation

User agrees they have read, fully understand and agree to the entirely of the terms and conditions set forth above. User has been given full opportunity to discuss all aspects of the Terms of Use & Service should there be any misunderstood information or mis-interpretation. This contract shall be governed, interpreted, and construed in accordance with the laws of the State of Iowa.