TERMS OF USE

1. Overview

This website is operated by Vibrant Power Inc. (hereinafter known as the “Company”, “we”, “us” and “our”). These terms of use (the “Terms of Use”) govern access to, and use of, this Website and all other Company operated Websites (collectively, the “Website”), and any Content, Products or Services (as further defined below) offered by the Website. For the purpose of these Terms of Use:

(i) “Content” means, collectively, any text, software, code, tags, forms, programs, applications, specifications, images, logos, button icons, graphics, “look and feel,” audio files, articles, press releases, documentation and any other information and content available via the Website, whether provided by the Company or any other party;

(ii) “Services” means, collectively, any catalog, promotions, customer service, alerts, announcements, discounts, rebates, search tools, customer registrations and any other related services provided in connection with the Website;

(iii) “Products” means, collectively, any automotive products, guides, guidelines, logos, data, and any other materials and products available through the Website; and

(iv) “You” or “you” or “Your” means any customer or prospective customer (and shall be interpreted to extend to such customer’s or prospective customer’s employees, agents, and/or contractors within its control to the extent permitted by applicable law) of the Company that accesses or uses the Website, including all corporations, limited liability companies, partnerships, sole proprietorships, business associations, contributors of content and any other business or juridical entity that is a current or prospective customer of the Company.

Your use of this Website, the Content, the Products and the Services is further subject to the following additional terms and conditions (collectively, the “Additional Terms”), which are incorporated in their entirety into the Terms of Use by reference herein:

(a) Any other terms and conditions referenced herein and/or on the Website, whether by hyperlink or otherwise;

(b) Any written authorization, including by fax or email, regarding the use of this Website (each, an “Authorization”); and

(c) With respect to any particular information, Content, Products, or Services available through this Website, any additional terms and conditions posted in connection with such information, Content, Products, or Services.

In the event of a conflict between these Terms of Use and the terms and conditions of any Additional Terms with respect to this Website, its Content, Services and Products offered, these Terms of Use shall govern solely to the extent of the conflict or inconsistency.

Please read these Terms of Use carefully before accessing or using our Website. By accessing and using this Website you acknowledge that you have read these Terms of Use, including any applicable Additional Terms, and that you accept and agree to be bound by them.

If you do not agree to the Terms of Use, and any applicable Additional Terms, without modification or qualification, you must exit this Website immediately and discontinue use of all Services and Content from this Website. The Company reserves the right to modify or amend these Terms of Use at any time without notice.

A breach or violation of any of the Terms of Use or any applicable Additional Terms will result in an immediate termination of your Services. Additionally, we reserve the right to refuse Content, Services and Products to anyone for any reason at any time.

2. Members Site

You may access some areas of this Website without registering or entering any username, password, identifier, login code, access key or other access code (each, a “Password”). If granted appropriate access, you may also access certain Password restricted portions of this Website (the “Members Site”) and use the Content, Products and Services, subject to any applicable Additional Terms.

Pursuant to an Authorization to access this Website, your use of this Website and its Content, Products and Services shall be subject at all times to these Terms of Use and shall be limited to the purpose set forth in the Authorization. Individual(s) authorized by the Company to use this website are considered to be an “Authorized User”. You acknowledge and agree that the Company, in its sole discretion, may suspend or discontinue your access to, or use of, this Website, or any portion thereof, including without limitation, the Members Site and any Content, Products and Services on the Website, at any time without notice to you, and that the Company may take any other necessary or appropriate actions in the event of technical problems or false, misleading, unlawful or inaccurate information or activities.

By agreeing to these Terms of Use, becoming an Authorized User, and/or accessing the Members Site, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Website.

As a condition of your access to and use of the Members Site, you agree that you will provide true, current, complete and accurate information as requested on any forms, including, without limitation, for registrations, requests, orders and payments. If you are registering, completing any forms or providing any other information on behalf of a business entity or other organization, you represent and warrant that you have the authority to provide the required information and bind the organization to these Terms of Use and any applicable Additional Terms.

The Company is not, and will not be, responsible or liable for any errors or delays in responding to any orders, inquiries or other requests caused by any incorrect, outdated or inaccurate information provided by you or any technical problems beyond the Company’s control.

3. Confidentiality

You acknowledge and agree that all Passwords, as well as the Members Site, and any Content, Products or Services accessible via the Members Site, are confidential information of the Company. You must maintain the confidentiality of all Passwords, the Members Site, and any Content, Products or Services available via the Members Site, and you may not disclose such Password or any information or Content available via the Members Site to any other person or entity or permit any other person or entity, whether or not an Authorized User, to access the Members Site, the Content, the Products or the Services using such Password. You may not use the Members Site or any Content, Products or Services available via the Members Site for any purpose other than for your internal business use as expressly permitted herein.

You acknowledge and agree that you are responsible for any use of your username, user ID, login and/or Password. You agree to notify the Company immediately of any unauthorized use of any Password or any other breach of security of which you are aware. You may not use any Password that is not issued directly to you by the Company.

4. Third Party Internet Websites

The Company may from time to time provide links and pointers on this Website to Internet sites maintained by partners of the Company or other third parties (collectively, “Third Party Sites”) and may from time to time provide third party material on this Website. These Third Party Sites and third party materials are provided as a convenience only. The Company does not operate or control in any respect, any information, products or services available on Third Party Sites, and the Company is not responsible for any information provided on any Third Party Sites.

Further, we are not responsible for examining or evaluating the content or accuracy of, and we do not warrant and will not have any liability or responsibility for, any third party materials or websites, or for any other materials, products, or services of third parties. The Company makes no representations and provides no warranties whatsoever concerning Third Party Sites, and the fact that the Company has provided a link to any Third Party Site on this Website does not constitute an endorsement, authorization, sponsorship or affiliation by the Company with respect to such Third Party Site or its owners or providers or any products or services mentioned or offered on the Third Party Site. The Company expressly disclaims any responsibility for the content of, and the accuracy of, any information and/or the quality of products or services provided by, advertised on, or sold through, all Third Party Sites. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party websites.

Please review carefully all third party’s policies and practices and make sure you understand them before you engage in any transaction. If you decide to access any Third Party Sites, you do so entirely at your own risk and you may be subject to the terms and conditions and privacy policies of such Third Party Sites. Complaints, claims, concerns, or questions regarding third party websites, products and services should be directed to the third party and not to the Company.

5. Intellectual Property Rights

(i) Copyright: All Content on this Website, and any reproductions thereof (collectively, the “Works”), are the copyrighted Works and the property of the Company or its licensors/suppliers, unless otherwise indicated, and are protected by Canadian and International copyright laws and may not be reproduced, modified, distributed, transmitted, or republished without the Consent of the Company or it’s licensors/suppliers. All rights reserved. You are prohibited from linking to, reproducing, duplicating, copying, selling, reselling, publishing, distributing, modifying, exploiting any portion of, or displaying this Website or any of it’s Content, Products or Services without the prior written permission and authorization of the Company. Removing or changing any copyright notice on any Works, or any other proprietary notice on any Content, Products or Services, is prohibited.

(ii) Trademark: Any and all trademarks, service marks, logos, company names, trade names and trade dress, whether registered or unregistered (collectively, the “Marks”) that appear on this Website are the property of the Company or their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Company. You may not display or reproduce the Marks other than with the prior written consent of the Company and in compliance with any applicable trademark guidelines, and you may not remove or otherwise modify any trademark notices from any Content received through the Website. Without limiting the foregoing, unless otherwise expressly agreed in writing by the Company and/or the Marks’ owner, you may not:

(a) Use the Marks, or any similar marks or logos, at any time to mislead consumers as to any Company, or other, sponsorship, affiliation or endorsement of your company, your products or your services;

(b) Modify or alter the Marks;

(d) Use the Marks or any confusingly similar marks in your product, service, domain name or company name.

Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

6. Limited License and Restrictions

The Company grants you a limited, revocable, royalty-free, non-exclusive and non-transferable license to access and make personal use of this Website in order to browse information concerning the Company and its Products and Services. You may not modify this Website, or any portion hereof.

Moreover, this limited license does not include any resale or commercial use of this Website or its content, any collection or use of any product listings, descriptions or prices, any derivative use of this Website or it’s Content, or any downloading or copying of account information for the benefit of another merchant.

Further, you represent, warrant and covenant that you:

(a) Will not provide or transmit any data that you do not have the legal right and/or authority to provide or transmit;

(b) Will not include any SQL injections, back doors or other malicious code in any data or transmission;

(d) Will use the Website solely for authorized and legal purposes, consistent with all applicable laws, regulations and the proprietary rights of any third parties.

You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Company and/or its affiliates without the prior written permission and authorization of the Company. You may not use any meta tags or any other “hidden text” utilizing the Company’s name or trademarks without the prior written permission and authorization from the Company. As a condition of the limited license granted hereunder, you agree to comply with all applicable laws in connection with your use of this Website. Moreover, you acknowledge and agree that the Company may, at its sole discretion, modify, edit, translate, suspend or restrict access to, or terminate this Website and/or the Members Site, these Terms of Use, the contents of this Website and/or the Members Site or any link on this Website and/or the Members site at any time, without liability or prior notice.

7. Compliance

The Company makes no representations or claims that any information on this Website is in compliance with or appropriate for, or may be downloaded for use in, any jurisdiction outside the Province of Ontario. If you access this Website from outside the Province of Ontario, you do so at your own risk.

8. Indemnification

You agree to indemnify, defend and hold the Company and its employees, officers, directors, agents, affiliates, licensors, content and service providers, participating publishers, authors, dealers and suppliers harmless from all liability, loss, claim and expense, including legal fees and expenses, related to any violation by you of these Terms of Use or any applicable Additional Terms or your access and use of the Website.

9. Limitation of Liability and Disclaimer

The Website and the materials, Content, Products, and Services therein are provided on an “AS IS”, “AS AVAILABLE” basis without representations or warranties of any kind, either express or implied, with respect to the operation, Content, Products, Services information, or materials contained therein, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement, each of which is hereby expressly disclaimed. As a condition of your use of this Website, you warrant to the Company that you will not use this Website for any purpose that is unlawful or prohibited by these Terms of Use or any Additional Terms.

You agree that the Company, its directors, officers, employees, agents or other representatives shall not be liable for any damages, errors or omissions arising from the operation, content or use of, or access to, this Website, it’s Content, Products, Services, or any third party sites, and in particular the Company shall not be liable for any special, indirect, exemplary, multiplied, punitive, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of, or related to, this Website or any other website of the Company, or the Content, Products or Services contained therein, whether such damages arise in contract, negligence, tort, under statute, in equity, at law or otherwise. These limitations will apply notwithstanding the failure of essential purpose of any remedy. You agree that this limitation of liability is comprehensive and applies to all damages of any kind, including without limitation direct, indirect, consequential, special, incidental or punitive damages and/or lost profits, in connection with use of the internet, this Website, its contents or its links.

The Company reserves the right to make changes to this Website, the Content, the Products and the Services at any time without notice. Moreover, the Company does not warrant the accuracy, currency, reliability or completeness of any Content, links, or other items contained on this Website.

THE COMPANY IS NOT AN AGENT OF YOU OR ANY MANUFACTURER, DEALER, PARTNER OR SERVICE PROVIDER, AND DOES NOT GUARANTEE THAT THE SERVICES OR PRODUCTS PROVIDED TO YOU THROUGH THIS WEBSITE ARE THE BEST PRODUCTS, SERVICES, TERMS OR LOWEST RATES AVAILABLE. YOU SHOULD RELY ON YOUR OWN JUDGMENT IN DECIDING WHICH AVAILABLE PRODUCTS AND SERVICES BEST SUIT YOUR NEEDS AND FINANCIAL MEANS. UNLESS OTHERWISE EXPRESSLY STATED IN WRITING BY THE COMPANY, NOTHING CONTAINED ON THIS WEBSITE SHALL CONSTITUTE AN OFFER OR PROMISE OF A SPECIFIC PRODUCT, SERVICE, SAVINGS OR PRICE. THE COMPANY DOES NOT GUARANTEE ANY PRODUCT PRICES OR AVAILABILITY.

10. Acceptance of Submissions

By sending us any creative ideas, proposals, plans, inventions, suggestions or materials, whether online, by email, by postal mail or otherwise (collectively, your “Submission(s)”), your Submission shall be deemed to be, and include a grant of, permission by you to the Company and any of it’s affiliates to adopt and use such Submissions without additional consideration or restrictions. Any information provided by you to the Company by e-mail or otherwise shall be deemed to have been provided by you and received by the Company on a non-confidential basis, other than that information which is protected by applicable Canadian privacy laws.

By making a Submission, you grant the Company a royalty-free, fully paid up, perpetual and irrevocable, license to use, reproduce, modify, adapt, edit, publish, translate, create derivative works from, distribute, communicate to the public, perform and display your Submission (in whole or in part) worldwide and to incorporate your Submission in other works in any form, media, or technology now known or later developed, and to sublicense such rights to third parties. Thus, the Company shall be free to use the Submission on an unrestricted basis and may use the information it obtains through this Website relating to you, including, without limitation, your IP address, name, mailing address, e-mail address and use of the Website.

We are, and shall be, under no obligation (1) to maintain any Submission in confidence; (2) to pay compensation for any Submission; or (3) to respond to any Submission.

We may, but we have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use or any Additional Terms.

You agree that your Submission will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Submission will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Website or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Submission. You are solely responsible for any Submission you make and their accuracy thereof. We take no responsibility and assume no liability for any Submission posted by you or any third party.

11. Jurisdiction

You agree that any legal action brought against the Company shall be governed by the laws of the Province of Ontario without regard to its conflict of law principles. You agree that the sole jurisdiction and venue for any litigation arising from your use of or orders made on the Company shall be an appropriate federal or provincial court located in Peel Region in the Province of Ontario.

12. Entire Agreement

These Terms of Use, together with any applicable Additional Terms, constitute the entire and only agreement between the Company and you and supersede any and all prior or contemporaneous agreements, representations, warranties, and understandings concerning this Website. The failure of us to exercise or enforce any right or provision of the Terms of Use or any Additional Terms shall not constitute a waiver of such right or provision. Any ambiguities in the interpretation of these Terms of Use or any Additional Terms shall not be construed against the drafting party.

Vibrant Performance
310 Courtneypark Drive East
Mississauga, Ontario
L5T 2S5
Canada

905-564-2808
905-564-8653 fax

13. Miscellaneous

If any provision of these Terms of Use or any Additional Terms is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the effectiveness or validity of any provision in any other jurisdiction, and these Terms of Use or the applicable Additional Terms will be reformed, construed and enforced in such jurisdiction as if such provision had never been contained herein. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms of Use, any Additional Terms or use of this Website, the Products and/or the Services. The Company’s performance of these Terms of Use and any Additional Terms is subject to existing laws and legal process, and nothing contained in these Terms of Use or any Additional Terms is in derogation of the Company’s right to comply with law enforcement requests or requirements relating to your use of this Website or information provided to or gathered by the Company with respect to such use. The Section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The Company may provide notice to you hereunder by posting announcements to this Website. A printed version of these Terms of Use, any Additional Terms and of any notice given in electronic form shall be admissible in judicial, arbitration or administrative proceedings based upon or relating to these Terms of Use and any Additional Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.