Ford Parts

Step 2: Terms and Conditions(T's & C's) of Use - Effective Date August 1, 2016 Becoming FordParts.com Certified

I. Program Overview

The FordParts.com E-Commerce program is an online application offered to FordParts.com-certified dealers at no charge and affords Ford and Lincoln Dealers an opportunity to challenge the leading aftermarket parts E-Commerce portal. It allows customers to purchase parts directly from your dealership, using the FordParts.com website. It is targeted at your dealership's fleet and installer wholesale parts accounts. DIYers and body shops can also leverage the benefits of your dealership's FordParts.com Website. All transactions are between your dealership and wholesale customers and offer your dealership the efficiencies of managing a stand-alone Ford parts electronic storefront, customized with your own dealership information, services and pricing.

Profits generated through this application will belong to your dealership. Any cost to participating dealerships will come from the credit card processors chosen by your dealership.

Although Ford Motor Company (Ford) is assuming all direct development and monthly maintenance costs of FordParts.com, dealers must enroll in the program every two years and agree to these FordParts.com Terms and Conditions, also known as the FordParts.com Dealer Certification Standards ("Terms and Conditions"). These Terms and Conditions will be effective for two years from the Effective Date set forth above. At the expiration of the two-year period, dealers wishing to remain in the program must re-enroll. Re-enrollment of your dealer's credit institutions will not be required. These Terms and Conditions are subject to change at any time during the two-year term or at re-enrollment to meet changing customer needs in the marketplace. These essential standards are designed to help support your dealership's online parts customer's purchase experience and have been carefully considered in relation to your dealership's primary Ford Parts E-Commerce aftermarket competition. Check the boxes below to indicate agreement.

Please contact your dealership's FCSD Representative with any questions regarding these Terms and Conditions of Use or review our Frequently Asked Questions section.

II. Program Details

a. Pricing

Your dealership may determine your own competitive, custom pricing structure for all parts available on the Website or your dealership may default to Suggested Retail Price (SRP). All custom prices set by your dealership are the sole responsibility of your dealership and not of Ford Motor Company. Only Suggested Retail Prices will be displayed to customers before they choose which dealership to buy from.

Ford Motor Company may occasionally offer Ford-funded national promotions or rebates and promote national fleet pricing to selected wholesale accounts. Selected parts sold to eligible, sponsored accounts (only) may be eligible for wholesale incentives (WINS) provided certain account transaction criteria is met as outlined in the Ford Motor Company Dealer Parts Policies & Procedures Manual (Section 2200).

b. Dealer Technical Requirements

Each workstation that processes customer orders and fulfillments must have:

Twice-daily inventory updates via OEConnection (OEC)
Minimum one subscription to Ford Catalog Advantage (FCA) within telephone cord reach of your dealership's parts sales personnel handling FordParts.com inquiries. Note: As a FordParts.com-certified dealer, your dealership is authorized to select and sponsor a limited number of your dealership's best installer/fleet accounts with their own free FCA subscription; hence, your dealership's parts salespeople must be on the same screen with parts customers when answering questions and up-selling associated ancillary parts to a customer.
A subscription to D2D Link
A FedEx shipper account. If your dealership does not already have one set up, you can download the FedEx Dealer Program Overview developed for FordParts.com

c. Fulfillment

Sponsored Customers

Fulfillment of orders placed by Sponsored Customers will be the responsibility of the dealership selected by the consumer. A Sponsored Customer is a customer that has received and accepted an invitation from your dealership to have a 1:1 relationship and receive pricing your dealership sets for that specific customer ("Sponsored Customer"). Based on your dealership's selections, Sponsored Customers may also have the ability to have orders delivered to them; subscriptions to Ford Catalog Advantage, Motorcraft Technical Resources; and the ability to pay using Payment on Delivery, Ford Fleet Care, Line of Credit, Cash on Pickup and Tax Exempt status.

Open Site Customers (also known as "Unsponsored Customers")

Delivery - The Ford Customer Service Division of Ford Motor Company will be responsible for fulfilling all orders where customers select delivery.

For delivery orders fulfilled by Ford Customer Service Division, the Open Site Customer's tax is estimated during checkout. However, if the tax amount is higher because of the shipping origin, the customer will be billed the difference at time of order settlement.

Depending on the item or items being ordered, customers may only select either FedEx Priority Overnight or FedEx Ground shipping options. FordParts.com automatically denotes the FedEx shipping options that will not be available to your dealership's customers for certain items. Hazardous materials and oversize items will be designated by FordParts.com as pickup only. Should a consumer want these parts delivered, it will be the responsibility of the consumer and the dealer to plan alternate delivery options.

Your dealership will be charged a 15% Dealer Net fulfillment charge that covers packaging, operations, fraud protection and handling charges within the depot locations.

Ford Motor Company will be charged the actual cost to ship the package by FedEx. In the case where a customer qualifies for free shipping, neither the customer nor the dealership will be charged for shipping. If the customer does not qualify for free shipping, the dealership will collect the FedEx fee paid by the customer. Ford will then bill the dealership for the actual FedEx shipping cost.

Dealership will not be able to use Ford-negotiated shipping rates in this program to ship any non-Ford or non-Motorcraft^® parts or any part (Ford, Motorcraft^® or otherwise) not listed in the current FordParts.com catalog under any circumstances. Doing so, intentionally or accidentally, is grounds for immediate termination from the FordParts.com program. The Ford-negotiated shipping rate may not be used for returns (customer or dealer) or for dealer-to-dealer (D2D) sales. It is also not to be used for shipping orders outside the United States (no international destinations). International order transactions cannot be made through FordParts.com.

Parts Claims

Certain parts are not eligible for FedEx shipment under FordParts.com, and are prominently flagged as not being shippable in the FordParts.com catalog during checkout. Non-shippable parts typically include certain collision repair parts, parts exceeding FedEx weight limits and hazardous materials. These parts must be either delivered by the dealer, picked up by the customer or shipped via alternate (i.e. LTL) arrangements and are not eligible for Ford damage claims under any scenario. Damage claims are limited to parts shipped by FedEx directly via FordParts.com. The following orders are not eligible for damage claim submissions:

Dealership parts orders taken over the phone, fax or any other non-FordParts.com method.
Any parts not noted on the original FordParts.com shopping cart invoice.
Parts sold to customers ineligible for FordParts.com special Ford-FedEx shipping rate (i.e. other Ford or Lincoln Dealers, export-related orders or sales to redistributors or manufacturers).
Parts damaged by FedEx en route to the customer may be claimed via "B" reason code(s).

Ford will pay for the cost of damaged parts being returned from the customer to the dealer via FedEx. These claims must be filed by the selling dealer and credited to the customer by the selling Dealer within 30 days. The same filing time limits apply for FordParts.com claims as other Ford parts claims without exception. See Section 4200 of the Ford Motor Company Dealer Parts Policies & Procedures Manual for proper coding, submission time limits and claiming codes and procedures.

b. Cancellations and Returns

Customers may cancel an order at any time until the order is accepted. Customer returns cannot be processed online and should be handled by your dealership according to the guidelines in the customer return policy below.

Return policy

Your dealership must accept returns or exchanges of applicable Motorcraft^®, Ford Parts, Ford Accessories, Lincoln Accessories and Ford Performance Parts (if your dealership is a Ford Performance Parts Dealer) postmarked within 30 days of customer receipt and, credit the customer within 30 days. All returns and exchanges must be returned to your dealership in person or via shipping (solely at the customer's expense unless in the case of error by your dealership or the depot), in the original box, in new, non-installed, resalable condition, with all instructions and hardware, and in the condition it was received; otherwise it is the dealer's discretion to accept the return. Shipping charges are nonrefundable. Customers will be advised that your dealership, at its discretion, may not be responsible for incorrectly ordered parts if they opted not to provide a VIN(s). Your dealership may not asses a restocking fee of any kind.

For customer orders that were originally shipped directly to customers from Ford and subsequently returned to your dealership, utilize parts return claim code "GI," which does not assess a restocking fee.

No-Risk Core Return Policy

Ford Motor Company offers 100% core credit regardless of damage or quality of the returned core, provided the returned core meets the following conditions:

Returned core is the same part as the assembly purchased
Core is 100% complete with all parts attached and all fluids drained and is returned in its original package
See Ford Motor Company Dealer Parts Policies & Procedures Manual for normal core policy management details.

Labor Costs

Labor costs, or any other consequential expenses, incurred on products purchased on this website are nonrefundable by Ford Motor Company.

A customer may contact your dealership by phone to request a return. The FordParts.com Fed-Ex freight account is not to be used in support of returns in any situation.

c. Customer Questions

All transactions are between your dealership and the customer and are subject to the applicable FordParts.com customer response guidelines, outlined in section IV of these Terms and Conditions. The Customer Resource Center (CRC) should be the first point of contact for any questions or disputes from Unsponsored Customers. In the case of pickup orders fulfilled by your dealership, the CRC may direct customers to your parts department. Customer questions or disputes received by the Customer Assistance Center will be directed to the Customer Resource Center for FedEx orders and pickup orders pushed from the depot for next day availability. In cases where customers contact your dealership directly regarding errors on the website or in the catalog, your dealership is encouraged to report these errors via the dealer portal at http://portal.oeconnection.com.

d. Contact

Email order confirmations sent to Unsponsored Customers must prominently contain the CRC's name, email and phone number. The CRC will act as the liaison between the consumer and the dealership when the dealership must get involved in customer concerns.

e. Customer Satisfaction Rating Tool

To help build the trust of prospective customers, some of your customers, and prospective customers, (automatically selected at random), will be offered the opportunity to rate their satisfaction with your dealership team via a cumulative and straightforward five-star rating system, with one star being the lowest and five stars being the highest. Once a minimum number of surveys are received, this star rating system will be displayed along with your other dealership information on the FordParts.com website. The top two and bottom two scores will be deleted from your ratings to remove outliers. After this minimum number of surveys is received, the top 10% and bottom 10% of scores will be eliminated to remove outliers. All remaining surveys will be averaged on a daily basis to determine your cumulative star rating. This cumulative star rating will be visible to the public on the FordParts.com website. Each survey will consist of five questions regarding the level of service, condition of parts they received, delivery time and overall purchase experience satisfaction.

Customers may also provide shopping experience comments to help reinforce or improve your dealership's sales processes. Your dealership will be able to view any comments about your dealership and any specific rating in the FordParts.com portal. All comments may be publicly displayed on the FordParts.com website. Dealers and Ford will not be able to alter the ratings or comments in any way.

Continued cumulative three-star or lower customer ratings after suspension may be grounds for 12-month termination from the program per the attached Probation Suspension Termination Process.

For orders that are fulfilled by Ford Motor Company, customers may receive a similar survey that will allow them to provide feedback on their experience. These surveys will NOT be included in any of the above-mentioned calculations for your dealership.

Dealer Payment Processing Requirements

The following material requirements are necessary for FordParts.com to be competitive:

Must accept all of the following five payment types: Visa, MasterCard, American Express, PayPal and Discover card
Must have a valid PayPal business account
Must have an established "No Credit Card Present"/Internet Merchant account with one of the following credit card processors: Paymentech - Tampa or PNS, featuring a special quick-start setup negotiated by Ford, First Data Merchant Services Nashville (Envoy), First Data Merchant Services South, First Data Merchant Services North, Global Payments East, NOVA/Elavon, TSYS Acquiring Solutions (formerly Vital) (VITA)
Only Motorcraft^®, Ford Parts, Ford Accessories, Lincoln Accessories and Ford Performance Parts in the current Ford Parts catalog may be promoted and sold via the FordParts.com website

Dealer Operational Requirements

Your dealership parts team agrees to be as responsive to FordParts.com customers and prospective customers as if they were standing at your dealership's counter and will, at minimum, agree to do the following:

Respond to actual orders and general customer inquiries (that may or may not produce an order) within a minimum 20 minutes between 7:30 am - 5:00 pm local dealership time, Monday - Friday except standard holidays (New Year's Day, Good Friday, Labor Day, Fourth of July, Memorial Day, Thanksgiving Day and Christmas).
Educate your dealership's parts department personnel on E-Commerce and have them complete the FCSD E-Commerce training. Identify and educate a primary and secondary E-Commerce subject-matter expert via online training.
Designate a primary and backup salesperson (covering for vacations, bathroom breaks, lunch, etc.) to cover FordParts.com orders within 20 minutes. Physically obtain and stage parts in stock for customer pickup orders.
Respond to customer service questions related to a customer's order and respond to non-order inquiries within a minimum 20 minutes between 7:30 a.m. - 5:00 p.m. local dealership time, Monday - Friday, except standard holidays (New Year's Day, Good Friday, Labor Day, Fourth of July, Memorial Day, Thanksgiving Day and Christmas).
If a shippable order from a Sponsored Customer is received by 4:30 pm local dealership time, Monday - Friday, except standard holidays, (New Year's Day, Good Friday, Labor Day, Fourth of July, Memorial Day, Thanksgiving Day and Christmas), item must be packaged and shipped out the same day, consistent with your dealership's local FedEx pickup schedule. Appropriately label and repackage item before shipping to a Sponsored Customer to avoid damage (Ford is not responsible for any damage or loss freight claims for parts transacted under FordParts.com). Your dealership may not apply any additional shipping, handling or surcharges for orders accepted by your dealership via FordParts.com. Promptly communicate any delays to affected customers. The Customer Resource Center will be responsible for customer communication of delay for all Ford-fulfilled orders.
Respond to requests by Ford Motor Company for feedback and data to help measure the performance of the program.
Orders accepted for pickup, that are fulfilled from your dealership's inventory, will be available within 20 minutes for customer pickup between 7:30 a.m. - 5:00 p.m. local dealership time, Monday - Friday, except standard holidays (New Year's Day, Good Friday, Labor Day, Fourth of July, Memorial Day, Thanksgiving Day and Christmas).
Obey Ford Privacy Guidelines, including the Divisions and Dealer Customer Data Practices (incorporated within the February 16, 2004 Privacy and Data Handling Agreements). Your dealership may not market to customers who have elected not to be contacted.
Will not link to any website, list phone number(s), name or display logos that promote the sale of competitive aftermarket parts.
Normal WINS customer eligibility requirements apply to parts sales through FordParts.com (see Ford Motor Company Dealer Parts Policies & Procedures Manual Section 2200 for details).
Selling counterfeit parts is grounds for immediate termination.
Parts sold via FordParts.com are eligible for WINS provided the customer has been "sponsored" by the Dealer. Customers ordering parts via the "open" portal are NOT eligible to claim WINS regardless of account type (including installers, fleets, body shops, etc.). Only E-Commerce parts sold via FordParts.com via a sponsored Dealer account are eligible for WINS.
Dealer-to-Dealer (D2D) transactions via FordParts.com are not eligible for Major Redistributing Dealer (MRD) allowance.
Per FCSD Dealer policy, the national parts defect warranty must be honored, regardless of who sold the part.
Utilize Ford Catalog Advantage (FCA) to help validate customer orders.

a. Program Changes

Ford reserves the right to change the program, or parts thereof, at any time and without prior notice in its sole discretion. Changes may include, but are not limited to, alteration to dealer requirements and FordParts.com Terms and Conditions. Note: Ford welcomes dealer and customer feedback on ways to improve FordParts.com.

Any and all changes or amendments to these FordParts.com Terms and Conditions will be posted on the dealer portal at http://caf.oeconnection.com and will become binding to all FordParts.com-enrolled dealers immediately. You must agree to the Program Changes section to continue.

b. Tax and Liability

General

Dealerships bear responsibility for applicable sales tax and use tax collection and remittance. Ford Motor Company is not liable for any taxes resulting from E-Commerce transactions in this program. Dealerships agree to collect and remit taxes as required under applicable law. This information is for your dealership's reporting purposes only and should be validated by your dealership. Ford Motor Company is not responsible for any dealership errors or omissions on supplied tax information.

c. Customer Data Ownership

Ford reserves the right to use information collected through the FordParts.com E-Commerce program for dealer or non-dealer-specific marketing and incentive or sweepstakes payout tracking purposes. This includes customer names, email addresses and transactional information, with the exception of credit card or other payment account information. You must agree to the Data Ownership section to continue. d. Customer Data and Privacy Dealer agrees to safeguard customer personal information and to not provide such personal information to third parties for their independent use. Customer personal information is information that identifies a customer as an individual such as name, street address, telephone number and email address. Dealer will comply with all laws applicable to contacting customers or prospective customers through any medium, including but not limited to the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Telemarketing Sales Rule, the Controlling the Assault on Non-Solicited Pornography and Marketing Act (CAN-SPAM), the respective federal implementing regulations, and applicable state laws and regulations. Dealer cannot use program customer data to contact customers for non-program purposes, including data entered by the dealer via FordParts.com, without explicit written consent of Ford. The dealer is solely responsible for any misuse of the member data by the Dealer. Dealer is responsible for adhering to all applicable federal, state and local laws and regulations regarding execution of this program.

e. Program Marketing and Use of Trademarks, Register Marks and Service Marks.

Ford will provide your dealership with appropriate marketing collateral to promote the FordParts.com program, and your dealership agrees to use it only for that purpose. Your dealership may not, without prior approval of Ford, use any trademark, trade name or logo used or claimed by Ford or any of its subsidiaries (collectively, Ford Marks), or words or combinations containing the same or a derivation thereof. All advertising and other promotional materials containing any Ford Marks shall be submitted to Ford for written approval prior to their use. Your dealership will make no claim of ownership in any marketing collateral provided by Ford or in Ford Marks. Your dealership will not register, use or promote any domain name containing a Ford Mark without Ford's advance written approval, including dealer trademark violations that occur on FordParts.com. Domain masking or URL masking, the act of hiding www.FordParts.com from the URL field of a user's Web browser to replace it with another domain name is strictly prohibited. Users who mask the Ford-approved mark or domain name of this application will be subject to suspension or termination from the program. Dealer will not engage in any browser or website hijacking of any kind, or any other interference with the normal functioning of a potential website visitor's computer. This could include starting any process(es) or directing browsers to URLs not expressly started by a potential website visitor, including opening of a CD-ROM, or any other program or application. You must agree to the Program Marketing and Use of Trademarks, Register marks and Service marks section to continue.

f. Termination; Modifications; Choice of Law; Severability; Headings

Either Ford or the dealer may terminate this dealer's participation in FordParts.com at any time without cause. These FordParts.com Terms and Conditions constitute the entire agreement of Ford Motor Company and the dealer with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. Except as expressly amended, modified or supplemented in writing, these FordParts.com Terms and Conditions shall remain in full force and effect. If any term or other provision of these FordParts.com Terms and Conditions is deemed invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions in these FordParts.com Terms and Conditions shall nevertheless remain in full force and effect. Titles and headings of sections of these FordParts.com Terms and Conditions are for convenience only and will not affect the construction of any provision of these FordParts.com Terms and Conditions. Failure to meet any of the FordParts.com Terms and Conditions contained herein may, in Ford's sole discretion, result in immediate termination or suspension from the FordParts.com program. These Terms and Conditions may not be amended, supplemented, waived or modified except by an instrument in writing signed by the party against which the enforcement of such amendment, supplement, waiver or modification shall be sought. These Terms and Conditions shall be governed by, and construed in accordance with, the laws of the State of Michigan, regardless of principles of conflicts of laws that may require the application of the laws of another jurisdiction.

g. OEConnection

a. OEConnection Site Maintenance

OEConnection LLC ("OEC") maintains FordParts.com (the "Site") for Ford Motor Company as a service for authorized Ford Dealers (each an "Authorized Dealer"). OEC exercises no control over the quality, safety, or legality of the goods or services marketed, distributed, sold, offered for sale, or otherwise referred to on the Site (including but not limited to the products or services marketed, distributed, sold, or otherwise offered by or through Ford). OEC makes no warranties with respect to these goods or services and is not responsible for breach of contract or any intentional or negligent action that results in any loss, damage, delay, or injury. Because OEC is not involved in the sales transaction, in the event there is a dispute between Ford (or any third party) and an Authorized Dealer, Authorized Dealer hereby releases OEC from the claims, demands, and damages (direct or indirect) of every kind and nature, known and unknown, suspected and unsuspected, arising out of or connected to such disputes, but only to the extent that any such loss, damage (direct or indirect), delay, injury, claim, action, suit, judgment, decree, order, demand, cost or expense is not attributable to OEC. By either providing the required dealer information or using or accessing this Site, Authorized Dealer accepts and agrees to all the terms and conditions imposed and set forth herein. Access to and use of the Site are subject to all applicable federal, state, and local laws (including, but not limited to, laws governing credit card transactions, personal information security and privacy, and other privacy laws). Authorized Dealer represents and warrants that Authorized Dealer will comply with all applicable law together with any Terms and Conditions imposed by Ford.

b. OEC License

(i) OEC grants Authorized Dealer a nonexclusive, limited and royalty-free right to use and access the Site subject to Authorized Dealer's compliance with these Terms of Use. Authorized Dealer agrees to only enter this Site using a valid [login] [user] name and password. Use of or access to this Site is strictly prohibited by any party other than an Authorized Dealer.
(ii) Authorized Dealer acknowledges and agrees that Authorized Dealer may be required by Ford to respond to any and all inquiries including, without limitations, inquiries regarding the sale of goods and services, inquiries regarding the availability of goods and services, and inquiries regarding a description (including price) of the goods and services, made through or in connection with the Site ("Inquiry" or "Inquiries"). Authorized Dealer further acknowledges and agrees that Ford may require each Inquiry to be addressed by Authorized Dealer within a certain response time and that Ford may require each Inquiry, in the absence of a response by Authorized Dealer, to be issued to another Authorized Dealer, and that failure to timely respond to an Inquiry or Inquiries may result in a termination of Authorized Dealer's access to and/or use of the Site.
(iii) The nonexclusive rights granted herein may be interrupted or terminated by OEC for any reason or for no reason, in OEC's sole and absolute discretion. Authorized Dealer acknowledges that OEC may suspend or terminate, in whole or in part, access to and/or use of the Site at any time without notice and/or without cause. OEC shall automatically suspend or terminate, in whole or in part, any Authorized Dealer's access to and use of the Site (including, without limitation, deactivating an Authorized Dealer's [login] [user] name and password) in any case of improper activity, which may be determined in OEC's sole and absolute discretion, including, without limitation, in the event an Authorized Dealer:

(1) is no longer an Authorized Dealer;
(2) has failed to comply with these Terms of Use (or with any applicable federal, state or local laws);
(3) has improperly used or accessed or modified the Site or the Content and other materials provided on this Site;
(4) is prohibited from participating in the access and/or use of this Site as determined by Ford;
(5) has failed to timely respond to an Inquiry or Inquiries;
(6) has posted Inappropriate Content; or
(7) has violated any other OEC Terms and Conditions or any other agreement with OEC to which Authorized Dealer is a party.

(iv) An Authorized Dealer's right to access and use the Site shall immediately cease upon suspension or termination hereunder, provided Authorized Dealer's obligations regarding the restrictions under these Terms shall continue. OEC shall not be liable for any damage arising from any such suspension, interruption or termination. Authorized Dealer acknowledges and agrees that Authorized Dealer will certify in writing to OEC, upon OEC's request, that all electronic forms of Content have been deleted from computers which are owned by or subject to the control of Authorized Dealer.

c. Proprietary Rights

(i) All contents of this Site (the "Content"), including, without limitation, the information, writings, graphics, marks, names, designs, images, software, programs, processes, databases, source code, object code, configurations, configuration files, setup and initialization files and the like contained or embodied therein, regardless of whether patented or patentable, subject to copyright, constituting a trade secret, or otherwise protectable by law, are and shall remain the property of OEC (or other third parties including, without limitation, licensors of OEC and Ford) with all rights reserved. Authorized Dealer acknowledges that the Content and the rights associated therewith constitute valuable, confidential and proprietary property of OEC (or other third parties). Authorized Dealer agrees that it will take no action in deprivation of such property rights including, without limitation, that Authorized Dealer agrees that it will not use in any way the trademarks or service marks of OEC or other third parties or any marks that appear on the Site, without a license from the owner of the mark to be used.
(ii) OEC may be authorized by certain third parties (including, without limitation, Ford and licensors of OEC and Ford) to republish certain image and text information as a part of the Content. OEC's ability and obligation to provide such information to Authorized Dealer may be subject to and dependent upon OEC's continued access to or license of such information. OEC shall not be obligated to provide Authorized Dealer with any updates to such information including, without limitation, in the event that a third party suspends, terminates, fails to provide, or otherwise discontinues, changes or provides untimely distribution of such information to OEC.

d. Restrictions on Site Use

(i) This Site is owned and operated by OEC, and is intended solely as a service to Authorized Ford and Lincoln Dealers. No other use is either authorized or permitted. Specifically, but without limitation, Authorized Dealer shall use the software contained or embodied in the Site only in object code format in conjunction with the Site's database (or databases, as the case may be). Further, use of the Site shall be limited solely to the generation of a selected list of information and selected images from the Site's database(s) in the Authorized Dealer's ordinary day-to-day operations. Authorized Dealer shall not generate or attempt to generate a listing of all or any substantial portion of the information or images in the Site's database(s) or otherwise use or access the Site for any purpose other than as set forth herein.
(ii) Authorized Dealer acknowledges and agrees that it has no rights in and to the source code and that Content (or any portion thereof) may not be copied, reproduced, modified, published, uploaded, posted, transmitted, displayed, distributed, disclosed, disseminated, translated or used in any way by Authorized Dealer outside of the context of the business transaction between Authorized Dealer and Ford without OEC's written permission to do so. Authorized Dealer further agrees that it will not assist, nor will it permit anyone else to copy, reproduce, modify, publish, upload, post, transmit, display, distribute, disclose, disseminate, translate or use any of the Content (or any portion thereof). Authorized Dealer further agrees that it will not assist, nor will it permit anyone else to create or attempt to create by reverse engineering or otherwise the Content (or any portion thereof), including without limitation, the source code.
(iii) In addition, nothing contained in these terms shall be construed as granting, by implication, estoppel, reliance, or otherwise, any additional license of (or right to use) or any right to create derivative works of any Content or any portion thereof without the written permission of OEC. Authorized Dealer further acknowledges that Authorized Dealer's access or use of the Content shall not operate to modify or abridge such rights in the Content or create in Authorized Dealer any right in or to the Content or the Site. Authorized Dealer agrees that it will not interfere or attempt to interfere with OEC's operation or any other Authorized Dealer's access to or use of the Site. Further, Authorized Dealer agrees not to use any robot, spider, other automatic device or manual process to monitor or copy the Content, in whole or in part. Authorized Dealer agrees that it will not take any action that imposes an unreasonable or disproportionately large load on OEC's infrastructure.
(iv) Authorized Dealer acknowledges that its attempts to copy, disclose, translate or otherwise use the Site including, without limitation, the Content or any portion thereof will irreparably harm the business of OEC, and that OEC will not have an adequate remedy at law in the event of such noncompliance. Therefore, Authorized Dealer acknowledges and agrees that OEC shall have the right to injunctive relief, without the posting of any bond or similar instrument, and/or specific performance in addition to whatever other remedies OEC may have, at law or in equity, in any court of competent jurisdiction against any acts of noncompliance by Authorized Dealer with these Terms of Use.
(v) Notwithstanding the foregoing, Authorized Dealer may be entitled to create and post [or upload] its own content ("Dealer Content") including, without limitation, a welcome notice, hours of operation, [dealer logo,] contact information, and similar material. Authorized Dealer acknowledges and agrees that the posting of harassing, obscene, unlawful, derogatory, defamatory, libelous, scandalous or other inappropriate content ("Inappropriate Content") may result in a termination of Authorized Dealer's access to and/or use of the Site. OEC and Ford shall have the right, in its sole and absolute discretion, to determine whether or not Dealer Content may constitute Inappropriate Content.
(vi) Authorized Dealer shall be and remain the owner of all Dealer Content, and represents and warrants to OEC that Authorized Dealer has all right, title, authority, permissions and/or required licenses to post [or upload] the Dealer Content. Authorized Dealer grants OEC a nonexclusive, worldwide and royalty-free right to copy, reproduce, modify, publish, upload, post, transmit, display, disclose, disseminate, translate, and otherwise distribute the Dealer Content in connection with the Site.

e. Confidentiality

(i) Each Authorized Dealer must maintain the confidentiality and control of the [login] [user] name and password assigned to it. Authorized Dealer is and remains responsible for all activities that occur under its password.
(ii) In addition to the rights of ownership to the Content by OEC (or other third parties), Authorized Dealer acknowledges and agrees that the Content provided through the Site may be specific to Ford Dealers and therefore may be considered non-public or confidential information. Excluding product or service-specific information that may be disclosed to an Authorized Dealer's customers or prospective customers, Authorized Dealer agrees not to disclose the Content to any customer, prospective customer, supplier, service provider or other third party without OEC's express written consent. Authorized Dealer further agrees to use the same care and discretion to prevent disclosure of the Content as it uses with similar proprietary information of its own that it does not desire to disclose. This Section will and is intended to survive any expiration or termination of these Terms of Use.
(iii) Pursuant to a separate agreement between OEC and Ford, OEC will use any personal information it obtains from dealers or customers in connection with providing the Site services solely for the purposes of providing the Site services and will not share that information with third parties. OEC will use the same care and discretion to protect the security, integrity and confidentiality of this information as it uses to protect the security, integrity and confidentiality of its own confidential information. OEC will not use any information that it obtains from dealers or customers in connection with providing the Site services for any other purpose, including marketing.

f. Accuracy

(i) Pursuant to a separate agreement with Ford, OEC agrees that it will use commercially reasonable efforts to provide Authorized Dealers with accurate, timely content, data, and similar information on the Site. Notwithstanding the foregoing, neither OEC nor its affiliates make any guarantee or warranty, express or implied, as to the quality, safety, legality, accuracy, reliability, timeliness, or completeness of such information and assume no responsibility and shall have no obligation or liability to Authorized Dealer for information supplied to OEC by Authorized Dealer. Authorized Dealer acknowledges and agrees that it is the responsibility of Authorized Dealer to evaluate the quality, safety, legality, accuracy, reliability, timeliness, completeness or usefulness of any such information available on or through the Site. Notwithstanding the above, OEC, in a separate agreement with Ford, agrees it shall be responsible for any loss, damage, claim, action, suit, judgment, decree, order, cost or expense to the extent that it is attributable to the negligence or the willful or wanton misconduct of OEC.
(ii) OEC does not control whether or not an Authorized Dealer will complete the sale of goods or services offered. In addition, any reference, description, price, product warranty, product guarantee and the like regarding any products or services transferred, received, purchased, marketed, distributed, sold, offered for sale, or otherwise referred to on or obtained through the Site by third parties is for informational purposes and constitutes neither an endorsement nor a recommendation by OEC or its affiliates of the foregoing. Neither OEC nor its affiliates assume any liability or responsibility for any products or services of third parties (including but not limited to the products or services marketed, distributed, sold or otherwise offered by or through Authorized Dealer).

g. No Warranties

AUTHORIZED DEALER HAS THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACK-UP OF DATA AND EQUIPMENT USED IN CONNECTION WITH ITS ACCESS TO AND USE OF THIS SITE.

h. Third-Party Links

Authorized Dealer understands that OEC may provide links to certain other Web or portal sites not owned or operated by OEC or its affiliates and which do not promote the sale or awareness of non-Ford or Motorcraft^® parts. In such case, these third-party links are solely for the convenience of Authorized Dealer, and Authorized Dealer understands that neither OEC nor its affiliates make any endorsements, guarantees, or representations or warranties regarding these third-party sites including the goods and services described or offered therein. Authorized Dealer agrees that OEC shall not be responsible for the availability of the content located on or through any other Web or portal sites not owned or operated by OEC or its affiliates. You must agree to the Miscellaneous section to continue.

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