Terms and Conditions of Use

This site is owned, operated and controlled by Phillips360, hereinafter “Phillips360.” Please feel free to use the site; however your access and use of the site is subject to the following terms and conditions and all applicable laws. By accessing and using the site, you accept, without limitation or qualification, these Terms and Conditions of Use.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. BY USING THIS SITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE SITE. THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND PHILLIPS360 RELATING TO THE USE OF PHILLIPS 360’S WEB SITE, WWW.PHILLIPS360.COM, DOWNLOADING OF IMAGE FILES FROM THIS WEB SITE, AND THE LICENSING AND USE OF IMAGES BY PHILLIPS360 TO YOU.

Ownership and Restrictions on Use of Images and Materials -All images and materials contained in this site are the exclusive copyrighted property of Phillips360. Phillips360® is a registered trademark of Phillips360. All rights are reserved worldwide. All other company and product names are trademarks of their respective owners. No material from Phillips360.com, or any web site owned, operated, licensed, or controlled by Phillips360 may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or the use of the materials for any other purpose is a violation of Phillips360 ’s copyright and other proprietary rights. The use of any such material on any other web site or networked computer environment is prohibited.

The use of any images and/or accompanying materials produced for you by Phillips360 and incorporated into the phillips360.com web site or other web sites are not sold; they are licensed to you by Phillips360. Phillips360 does not transfer title to the images or other materials to you. Phillips360 retains full title to the images and other materials, all intellectual property rights therein, and they remain the sole and exclusive property of Phillips360.

All licenses granted by Phillips360 for the use of images and related materials are on a worldwide, non-exclusive and perpetual basis, subject to the conditions, restrictions and limitations as set forth in this Agreement, unless otherwise specified at the time of purchase and specified on your invoice.

Images or image files cannot be distributed or re-sold and may not be used in a manner allowing permanent storage or re-use by third parties. No licenses may be sublicensed, transferred or assigned. You agree not to make, authorize, or permit any use of any image except as specifically set forth here and specified on your invoice. Images are not to be used in any manner without express written permission from Phillips360. All images are licensed under the terms and conditions as specified at the time of license. No image licenses are valid until Phillips360 has received payment in full. Image usage without prior payment and Phillips360’s express written authorization is a copyright violation. All rights not specifically granted are retained by Phillips360. Failure to comply with any of the provisions of this Agreement may result in immediate revocation of the license granted. Phillips360 has the exclusive right to pursue any copyright infringement without regard to any use rights granted. In the event that Phillips360 pursues a copyright infringement and receives an award or settlement, its liability to the licensee shall not exceed that portion of the license, if any, paid for conflicting exclusivity. If your actions regarding the use of this site or its contents are on behalf of your employer or another third party, then all the terms and conditions of this Agreement apply to you and your employer or other third party.

Public Communication - By communicating with Phillips360 or participating in any forum in the Phillips360 site, you grant Phillips360 an irrevocable, transferable, royalty-free, perpetual, non-exclusive, unrestricted, and worldwide right to use, reproduce, publicly perform, adapt, transmit, modify display, distribute, sublicense, and sell any information, suggestions, ideas, drawings or concepts communicated to Phillips360 (the "Communication") for any purpose Phillips360 chooses, commercial, public or otherwise, without any compensation to you whatsoever. The foregoing includes the right to exploit any proprietary rights in the Communication, including but not limited to rights under copyright, trademark, service mark, or patent laws under any relevant jurisdiction. The Communication shall not be deemed confidential and Phillips360 will not be liable for any use or disclosure of any Communication.

Privacy - It is Phillips360′s policy to respect the privacy of all customers and users of Phillips360.com. Therefore, we will not monitor, edit, or disclose the contents of e-mail received unless required in the course of normal maintenance of autoclone.com and its systems or unless required to do so by law or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on Phillips360; (2) protect and defend the rights or property of Phillips360; or (3) act in an emergency to protect the safety of the public. Our policy forbids the selling or renting of any information you may supply to us.

Disclaimer of Warranties and Damages / Limitation of Liability - THE MATERIALS IN THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AUTOCLONE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PHILLIPS360 DOES NOT WARRANT OR REPRESENT THAT THE MATERIAL CONTAINED IN THE SITE IS ACCURATE, COMPLETE, CORRECTLY SEQUENCED, RELIABLE OR TIMELY, THAT THE SITE WILL BE UNINTERUPTED OR FREE OF ERRORS AND/OR VIRUSES, OR THAT THE MATERIAL CONTAINED IN THE SITE IS NON-INFRINGING UPON THE RIGHTS OF A THIRD PARTY. YOU USE THE SITE AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL PHILLIPS360 OR RELATED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR IN CONNECTION WITH ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS OR UNAUTHENTICITY OF ANY CONTENT IN THE SITE, OR THE USE OR INABILITY TO USE THIS SITE OR ANY CONTENT THEREIN, OR THE EFFECTS OF DOWNLOADING OF ANY MATERIALS FROM THE SITE. IN NO EVENT SHALL PHILLIPS360'S AND/OR RELATED PARTIES' AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF USE OF THIS SITE EXCEED THE TOTAL AMOUNTS PAID BY YOU TO PHILLIPS360 FOR ACCESSING THIS SITE, IF ANY.

Responsibility for Use / Unauthorized Use - You agree to hold Phillips360 harmless from any and all claims and expenses arising from your use of an image. If you utilize an image prior to paying our invoice or without our express written permission, we are relieved of any claim concerning the image’s use or publication because it was published without permission. Phillips360 reserves the right not to permit reproduction of an image for any reason whatsoever. Under all circumstances, our liability is strictly limited to the invoice price for the use of the images involved.

Third Party Sites - There may be links to other web sites from this web site. These other web sites are neither controlled nor monitored by Phillips360 and we take no responsibility for any content contained on any such web sites, or any loss or damage suffered by you if you choose to use such web sites. You waive any and all claims against Phillips360 with regard to the provision of such links to other web sites or your use of those websites.

Payment Terms - Images will appear on Phillips360.com immediately upon completion of production and may be linked to or from your web site, however no license rights are granted to use the images until full payment of our invoice is received. For consumer services, payment is expected at the time services are rendered, or as may otherwise be agreed in writing. For approved commercial accounts, an invoice will be created and a paper or electronic copy provided on the day each vehicle is processed and images are created. At the end of each calendar week, a Statement, accompanied by a copy of each invoice created during that week, will be presented for payment. Payment of Phillips360's Statement must be received within seven (7) days of the date of the Statement. You agree to pay Phillips360 a service charge of two (2) percent per month on any unpaid balance allowed after this time period. Disputes concerning any invoice must be submitted in writing, within five (5) business days of the invoice date, or acceptance of the invoice as issued will be deemed to have occurred. Any removal of images from Phillips360.com by Phillips360 for nonpayment does not relieve the licensee from any financial or other obligations contained in this Agreement.

No Waiver / Complete Contract - The terms set forth in this Agreement and any delivery contract and invoice, represent our entire agreement concerning the creation and web posting of images for you, your review, approval and usage thereof. No terms or conditions may be added, removed or modified unless made in writing and signed by both parties. No action of ours, other than an express written waiver, may be construed as a waiver of any part of this contract, and no officer or employee of Phillips360 is authorized to waive any portion orally. In the event we waive any specific part of this contract, it does not mean that we waive any other part.

Arbitration - A material part of this contract is our mutual agreement to arbitrate disputes, except for copyright violations, which will be litigated solely in U.S. federal court. Any and all disputes arising out of, under or in connection with the contract, including without limitation its validity, interpretation, performance and breach, shall be settled by arbitration in Tulsa, Oklahoma, pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded. Judgment upon any award rendered may be entered in the highest court of the forum, state or federal, having jurisdiction. This contract, its validity and effect shall be interpreted under, and governed by, the laws of the State of Oklahoma, and you agree that the arbitrators shall award all costs of arbitration including legal fees, plus legal interest, to the successful party. If Phillips360 is obligated to go to court, rather than arbitration, to enforce any of its rights, you agree to reimburse Phillips360 for Phillips360's legal fees and disbursements if Phillips360 is successful.

Governing Law and Jurisdiction - These terms shall be governed by and construed in accordance with the laws of the State of Oklahoma. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in Tulsa County, Oklahoma, and you consent to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of these terms shall be unenforceable for any reason, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties.