These SimpleService - Supplemental Terms and Conditions (the “SS Terms”) form a contractual addendum to the Installation Program Agreement (“Agreement”) between Simple Tire LLC (“SimpleTire”) and You, the Installer, agreeing to these ss Terms (“You”, “Your”) and govern Your participation in the Simple Shop Local Installer Affiliate Program (the “SS Program”) as an SS Affiliate (defined below). By hitting the “CLICK TO ACCEPT” button, You acknowledge reviewing and do accept these SS Terms as an addendum to Your Agreement, which will become effective upon SimpleTire’s approval of Your participation request (the “SS Effective Date”). Unless specifically defined herein, capitalized terms shall have the definitions provided in Your Agreement. You acknowledge and agree that the SS Program is subject to change or termination upon notice to You, at any time.
1. Purpose and Intent of the Simple Shop Local Program. By accepting these ss Terms and approval of Your ss Program participation, and subject to You remaining in good standing under Your Agreement, you are authorized to participate in the SimpleTire ss Program as an “SS Affiliate”. As an SS Affiliate, You will have access to various products and services (subject to these ss Terms and any product and/or service specific terms and conditions of use), including, but not limited to, enablement of an ss Integrated Website through use of the Integration Process (as described in Section 2, below), utilizing either Your own consumer facing website(s) (an “Affiliate Website”) or a SimpleTire owned and managed website licensed to You for use during the Term and branded with Your business name and logo (a “Licensed Website”). This SS Integrated Website will enable its visitors to shop for and purchase SimpleTire products and services through its SimpleTire Platform, leveraging SimpleTire’ licensed vehicle fitment data, and will also provide You the ability to earn revenue sharing referral compensation from tire product sales made through the ss Integrated Website (“Affiliate Fees”).
2. Integration Process and SS License. By accepting these SS Terms, You authorize SimpleTire to integrate with and enable Platform functionality to Your Affiliate Website, or, where applicable, to activate and license to You a Licensed Website, branded to Your business in accordance with SimpleTire standard procedures, and to integrate with and enable Platform functionality to the Licensed Website, in either case utilizing Simple Tire’s proprietary integration and implementation methods, applications, and processes (the “Integration Process”)(Further details describing the Integration Process can be obtained by contacting SimpleTire through Your Installer Portal). The Affiliate or Licensed Website, once integrated with the Platform through this Integration Process, is referred to as an “ss Integrated Website”. Subject to these ss Terms and the Agreement You are granted a limited, non-exclusive, non-transferable, non-sublicensable and revocable license during the Term to utilize the ss Integrated Website solely for the permitted purposes and uses described in these SS Terms (the “SS License”).
3. Conditions of SS Program Participation. As a condition of Your participation in the ss Program, along with the licenses granted to You under these SS Terms, and Your eligibility for any Affiliate Fees, You agree to the following:
3.1. During the Term: (a) the SS Integrated Website will be Your exclusive source and method of promoting, marketing, and/or selling tires and tire related products and services within or through the e-commerce business channel; and (b) SimpleTire will be Your exclusive product supplier for e-commerce tire orders sourced or referred by or through You, or on Your behalf. Notwithstanding the above, these ss Terms do not constitute any right or license for You to directly or indirectly sell or distribute tire products to consumers as an authorized dealer, associate dealer, or distributor for or on behalf of the product manufacturer.
3.2. During the Term, You will provide and hereby grant SimpleTire reasonable access to and authority to establish (where applicable) and manage on Your behalf, A Google Business Profile and a Google Management Center Account, as well as Google Ads, Google product feeds, and digital identity management processes applicable to the SS Integrated Website, which will allow SimpleTire to manage your profile across multiple directories, websites, and search databases as Your exclusive digital identity management provider. This access and management authority shall be provided to SimpleTire within seven (7) days of the Effective Date. You additionally agree to display SimpleTire marketing assets (i.e., stickers or similar) provided to You by SimpleTire on your storefront.
3.3. SimpleTire may use Your business name, logo, and associated trademarks and service marks (“Installer IP”) for purposes of branding the Licensed Website, where applicable, and to otherwise market and promote Your participation in the ss Program. You will be provided the opportunity to review and approve the use of Your Installer IP on the Licensed Website prior to public display (of which approval shall not be unreasonably denied or delayed).
3.4. You are solely responsible for: (a) making all required disclosures and obtaining all necessary consents on Your Affiliate Website for SimpleTire to access, process, transfer, disclose, and utilize data obtained by SimpleTire through the ss Integrated Website, including but not limited to Customer Data (defined below) and Google Analytics data, so that SimpleTire may provide You with the products and services described in these ss Terms; (c) maintaining Your Affiliate Website (where applicable) including payment of all applicable third-party fees and maintaining Your internet access; and (d) Your own compliance with all applicable federal, state, and local laws, rules, and regulations (“Applicable Laws”) in connection with Your participation in the ss Program and the ss License granted hereunder. Except as specifically authorized by these ss Terms, You will not, and shall not authorize or permit any affiliate or third party to: (a) rent, transfer, distribute, sublicense, duplicate, access, or utilize the ss Integrated Website, the SimpleTire Platform, or any portion of same, including, but not limited to the Integration Process or any SimpleTire or third party content contained or accessible through the above (including vehicle fitment data) (collectively, the “SimpleTire IP”) without the express written consent of SimpleTire; (b) reverse engineer, modify, translate, or prepare derivative works of the SimpleTire IP; or (c) alter the ss Integrated Website or any component thereof without the express written consent of SimpleTire. Except for the limited ss License granted to You under these ss Terms, SimpleTire reserves all right, title, and interest in and to the SimpleTire IP, its components, and any derivatives therefrom, along with all patents, copyrights, trademarks and trademark rights, trade secrets and trade secret rights, and other intellectual property and proprietary rights therein and thereto, worldwide. All rights not expressy granted to You under these ss Terms are reserved to and retained by SimpleTire.
4. SimpleTire Fees and Expenses. Currently there are no fees applicable to the SS Program, its products and/or services (“Simple Tire Fees”). You will be notified no less than sixty (60) days prior to the effective date of any implementation or change to Simple Tire Fees.
5. Affiliate Fees: Subject to You being in good standing under these SS Terms, SimpleTire agrees to pay You the following Affiliate Fees for tire sales originated through the ss Integrated Website and completed through the SimpleTire Platform:
5.1. 5% of the Net Retail Price for tires sold and included in each Order. The “Net Retail Price” is the retail sale price of the tire products (exclusive of taxes and governmental fees) minus any discounts or promotions applied at the time of checkout. Affiliate Fees do not apply to ancillary products and services sold by SimpleTire that may be included in an Order, such as, but not limited to installation fees, delivery fees, and supplemental road hazard and similar products. Affiliate Fees will be calculated on a calendar year, quarterly basis (Jan - March, April -June, July – September, and Oct. – December) and adjusted for returns and good-will reimbursements. Affiliate Fees will be paid within thirty (30) days following completion of the then applicable calendar quarter. Disputes regarding Affiliate Fees due hereunder shall be addressed in a timely, good faith manner in accordance with the Agreement and these ss Terms.
6. Data and Data Protection. SimpleTire may, in furtherance of the ss Program, both as a data processor and data controller where applicable, access, process, transfer, disclose, and utilize data obtained in furtherance of Your participation in the SS Program, including but not limited to Customer Data and Private Information (each as defined below) as well as Google Analytics and similar data obtained through the ss Integrated Website and administration of same. For purposes of these ss Terms: (a) "Customer Data" means all data provided to or obtained by SimpleTire as part of a consumer’s (or End-consumer’s) interaction with or the purchase of products or services through the ss Integrated Website. SimpleTire owns all rights to this Customer Data (without prejudice to any rights You may have to the same or similar data You may collect directly from a consumer); (b) “Private Information” means any and all Customer Data capable of identifying an individual(s) person (or household, to the extent protected under Applicable Laws), which may include, but is not limited to names, phone numbers, mailing addresses, email addresses, IP addresses, vehicle identification information, pictures, videos, and text messages. The parties each shall maintain their own technical and procedural access controls and system security processes, safeguards, and devices reasonably appropriate and sufficient (consistent with industry practice and as required by Applicable Laws) to ensure the security, confidentiality, and data integrity of Private Information they may obtain through the ss Integrated Website and/or in furtherance of the ss Program, including but not limited to commercially reasonable systems and data access controls and authentication processes, and virus detection and eradication systems. The parties shall ensure that the exchange of Customer Data between one another in connection with the ss Program is reasonably secure and done in accordance with Applicable Laws. Except as specifically permitted by SimpleTire herein or in writing, You agree not to collect, store, transfer, catalog, or otherwise use any Customer Data obtained through the ss Integrated Website other than in furtherance of the ss Program. It is the intent of the parties that the sharing of any data, including Customer Data containing Private Information, is being done solely in furtherance of the business transactions contemplated under these ss Terms, and is not intended as the sale or exchange for value of such data under Applicable Laws. You shall not utilize Customer Data obtained through the ss Program contrary to this intent or in any manner that would constitute SimpleTire’s sale or sharing for value of such data with You under Applicable Laws.
7. NO WARRANTIES. SIMPLE TIRE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT TO THE ss PROGRAM, THE ss INTEGRATED WEBSITE, AND/OR THE SIMPLETIRE PLATFORM, OR ANY SERVICES OR PRODUCTS RELATED THERETO, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT ANY OF THE ABOVE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF VULNERABILITY TO UNAUTHORIZED ACCESS, INTRUSION, OR ATTACK, ALL OF WHICH ARE HEREBY EXPREssY DISCLAIMED.
8. Term and Termination.
8.1 Term and Termination. The Effective Date of these ss terms is set forth above and shall continue until terminated by either party upon sixty (60) days written notice to the other (the “Term”), unless sooner terminated as permitted under these ss Terms or the Agreement. Either party may terminate these ss Terms: (a) upon thirty (30) days written notice if the other party commits a material breach and the breach remains uncured at the end of that thirty (30) day cure period; or (b) for any grounds that a party may terminate the Agreement in the same manner as provided thereunder. SimpleTire may terminate these ss Terms immediately should the Agreement expire or terminate.
8.3 Effect of Termination; Survival. Upon termination of this Agreement: (a) all licenses and rights granted by each party to the other shall terminate; (b) You will cease use of and shall return to SimpleTire or delete all elements of the ss Integrated Website; (c) each party will immediately return to the other or destroy any Confidential Information of the other party in the same manner as provided in the Agreement. Each party’s rights and/or obligations which by their nature are intended to survive expiration or termination of these SS Terms or the Agreement shall so survive in full force and effect until they are fully satisfied or by their nature expire.
9. Indemnification; Confidentiality; and other Agreement Terms. All indemnification and confidentiality obligations set forth in the Agreement are incorporated into these ss Terms, subject only to the modifications below:
9.1. Reference to the “Agreement” within the Agreement’s incorporated terms herein, shall be considered a collective reference to the Agreement and these ss Terms.
9.2 “Confidential Information” of SimpleTire specifically includes the Integration Process and the SimpleTire Platform, their components and technical information, as well as all Customer Data, Order transaction information, the SimpleTire Fees, and Affiliate Fees.
9.3 Notwithstanding any conflicting terms in the Agreement, SimpleTire may disclose Confidential Information obtained in furtherance of these SS Terms to its affiliates, licensors, and subprocessors where reasonably necessary and/or appropriate for SimpleTire to perform its obligations under these SS Terms, provided such persons or entities are bound by confidentiality obligations no less stringent than those set forth herein. SimpleTire will be free to use for development, diagnostic and other technical and analytics purposes any data and information it receives or collects in furtherance of the ss Program on an aggregated, anonymized basis.
10. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ABSENT A PARTY’S WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES OR COSTS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR COSTS. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SIMPLETIRE, ITS AFFILIATES, OR ANY THIRD-PARTY LICENSORS HEREUNDER (UNDER ANY THEORY OF LIABILITY) EXCEED THE TOTAL NET SALES OF PRODUCTS MADE BY SIMPLETIRE THROUGH THE ss INTEGRATED WEBSITE OVER THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CLAIM AROSE.
11. Entire Agreement; Conflicts. These ss Terms, together with the Agreement and any ss Program specific terms of use and privacy policies, represent the entire agreement of the parties with respect to the ss Program, and supersede any other agreements and understandings between the parties with respect to this particular subject matter. Nothing herein shall alter or affect any other existing programs or agreements between the parties outside the scope and purposes stated herein. In the event of a conflict between these ss Terms and the terms of the main body of the Agreement, these ss Terms shall govern and control solely in respect to the ss Program.