TERMS OF SERVICE

Date: February 24, 2024

This is the Terms of Service (“Terms of Service”) for use of the Sheridan Headlight website at www.thesheridanheadlight.com (the “Site”). The Site is defined collectively as our “Digital Service(s).” These Terms of Service set forth the terms and conditions under which you are authorized to use the Digital Services. To the extent rules or guidelines affecting your use of the Digital Services are found elsewhere in the Digital Services, those rules and guidelines are hereby incorporated by reference into these Terms of Service. By using any of the Digital Services you (hereinafter either “you” or “User”) agree to these Terms of Service. If you do not agree to these Terms of Service, you should immediately cease all usage of our Digital Services.

We reserve the right, at any time, to modify, alter, or update these Terms of Service without prior notice. Modifications shall become effective immediately upon being posted at the Site, without further notice to you. Your continued use of any Digital Service after such modifications are posted constitutes an acknowledgement and acceptance of such modifications. Except as provided in this paragraph, these Terms of Service may not be amended.

Description of Service

Our Digital Services feature a wide array of intellectual property content, including but not limited to, news, information, audio, video, and user-generated content (collectively “Content”). To the extent new Content, services, or features are added to the Digital Services in the future, the use thereof is subject to these Terms of Service.

Privacy Policy

Our Privacy Policy describes the information we collect when you and others use our Digital Services. Our Privacy Policy is part of these Terms of Service. By agreeing to these Terms of Service, you are also consenting to our use of your personal information in accordance with our Privacy Policy.

Disclaimer of Warranties and Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SHERIDAN HEADLIGHT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE DIGITAL SERVICES IS AT YOUR SOLE RISK. THE DIGITAL SERVICES AND ALL CONTENT, PRODUCTS AND SERVICES OFFERED THROUGH THE DIGITAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHERIDAN HEADLIGHT IS NOT RESPONSIBLE FOR THE TIMELINESS OF DELIVERY OF CONTENT, ANY FAILURES OF DELIVERY, OR ERRONEOUS DELETION OR FAILURE TO STORE ANY OF YOUR PERSONAL SETTINGS OR COMMUNICATIONS. UNDER NO CIRCUMSTANCES, WILL SHERIDAN HEADLIGHT, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, SPONSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, MEMBERS, SHAREHOLDERS, OR LICENSORS, NOR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “SHERIDAN HEADLIGHT PARTIES”), BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY, DAMAGE OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON ANY OF THE DIGITAL SERVICES OR ANY CONTENT, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH ANY OF OUR DIGITAL SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS, OR LOSS OR MISUSE OF PAYMENT OR FINANCIAL ACCOUNT DATA. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS; EVEN IF AN AUTHORIZED REPRESENTATIVE OF ANY SHERIDAN HEADLIGHT PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF SHERIDAN HEADLIGHT PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Third-Party Links

Our Digital Services include links to other sites on the Internet that are owned and operated by third parties, and certain content and functionality on or available through our Digital Services may be provided by third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. Your use of those third-party sites is subject to the Terms of Service and privacy policies of each site, and we are not responsible, therefore.

Your Obligations

As a condition of your right to use the Digital Services, you represent that you are of legal age to enter into a binding contract and that you are not a person barred from visiting the Digital Services and accessing the Content under the laws of the United States or other country.

You further agree not to use any of the Digital Services to: 1. engage in any conduct which might be harmful to minors; 2. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; 3. engage in or facilitate any conduct that is deemed, or found by any court or similar agency, to constitute “stalking” or otherwise harassing conduct aimed at another person or entity; or 4. engage in or transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

Ownership of User Content

If any User Content is your original work, then you own the copyright in that work. SHERIDAN HEADLIGHT does not claim any copyrights in original works created and posted by individual visitors to any Digital Service. However, by uploading, posting, transmitting or otherwise making any User Content available on or through a Digital Service, you are granting SHERIDAN HEADLIGHT, and its parent, subsidiaries, and affiliates, an irrevocable, nonexclusive, royalty-free license to copy, modify, publish, distribute publicly, and prepare derivative works of such User Content in any medium or form (including without limitation our print publications), without any obligation of notice, attribution or compensation to you.

Copyright and Trademark Information

This license grant is between you and SHERIDAN HEADLIGHT, and not any other third parties. No title to or ownership of any Content or any materials within our Digital Services is transferred from SHERIDAN HEADLIGHT to you by these Terms. All Content included or available on the Digital Services, including Digital Service’s software code, design, text, graphics, interfaces, and the selection and arrangements thereof is copyright Sheridan Headlight or its subsidiaries and/or its third-party licensors, with all rights reserved, and is protected by the intellectual property rights of those owners. Any use of materials on the Digital Services, including without limitation reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of SHERIDAN HEADLIGHT, is strictly prohibited. You may use the Content solely for your personal, non-commercial use, except that a commercial website is permitted to link to the Digital Services provided that the website page on which such feeds or links are featured must be accessible to the general public and not provided through a subscription service or for a fee, unless otherwise expressly agreed in writing by SHERIDAN HEADLIGHT. You may download or print a single copy of any portion of the Content solely for your personal, non-commercial use, provided you do not remove any trademark, copyright or other notice from such Content. However, if you need reprints of any of SHERIDAN HEADLIGHT articles or photos for commercial use, please contact us. You may not make any use of Content owned by any third parties which is available on our Digital Services, without the express consent of those third parties.

All Content which qualifies for protection under federal Copyright Law under the laws of the United States is subject to the exclusive jurisdiction of the Federal Court System, whether registered or unregistered. Based on the presence of this notice of copyright ownership, any infringement of the protected Content of the Digital Services will be deemed by SHERIDAN HEADLIGHT to be an intentional infringement. All trademarks displayed on the Digital Services are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of such parties. In addition, such use of trademarks or links to the website of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with SHERIDAN HEADLIGHT.

Notification of Claimed Copyright Infringement

In the event that you find Content posted on the Digital Services which you believe to be an infringement of the copyright ownership or other intellectual property rights of you or any third party, you are requested to immediately contact SHERIDAN HEADLIGHT’s Copyright Agent as described below. To report any alleged infringement, you may contact us in writing by providing a signed statement containing the following information:

  1. your name, address, telephone number, and email address, and if you are acting on behalf of the owner of the intellectual property, the name of the owner
  2. a statement, made under penalty of perjury, that you are the owner of the copyright or are authorized to act on behalf of the owner;
  3. a detailed description of the copyrighted work or other intellectual property that you claim has been infringed;
  4. if your claim is based on a registered work, the trademark, patent, or copyright registration number, and the date of issuance of the registration;
  5. a description of the infringing material and the URL where such material is located on the Digital Service, or a description of where on our Digital Service you found such material;
  6. your written statement that you believe, in good faith, that the use of the work on our Digital Service has not been authorized by the true owner of the work, its agent, or as a matter of law; and
  7. a statement that all of the information you have provided is true.

Please send your notice of alleged infringement to: Copyright Agent, Sheridan Headlight, 204 N. Oak St., Ste. B, Sheridan, AR 72150, or E-mail [email protected]. In accordance with the Digital Millennium Copyright Act (“DMCA”), it is our policy to terminate use of our Digital Services by repeat infringers in appropriate circumstances.

Links to the Site

Unless otherwise prohibited under these Terms of Service, you are hereby licensed to create hyperlinks to the content on the Site, provided that the hyperlink accurately describes the content as it appears on the Site.

Under no circumstances may you “frame” the Site or any of their Content or copy portions of the Site to a server, except as part of an Internet service provider’s incidental caching of pages. When a page of our Site is accessed from a link featured on your website, each page within our Site must be displayed in full (including all trademarks, branding, advertising and promotional materials), without any accompanying frame, border, margin, design, branding, trademark, advertising, or promotional materials not originally displayed on the page within the Site, and without any interstitial pop-ups or web pages loading before the applicable target page is accessed. SHERIDAN HEADLIGHT reserves the right to revoke these licenses generally, at any time, with or without cause.

Arbitration

Any dispute arising out of or relating in any way to your use of our Digital Services or any products, services, or information you receive through our Digital Services, shall be submitted to confidential, binding arbitration in Seattle, Washington, USA, pursuant to the American Arbitration Association’s Commercial Arbitration Rules, using one arbitrator. The arbitrator shall be mutually agreed upon by both parties, or if the parties cannot agree on a single arbitrator, they each will choose one arbitrator, and those two will together choose a third arbitrator, and a panel of three arbitrators will hear the matter. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. No arbitration under these Terms of Use may be joined with another arbitration related to the subject matter hereof. Notwithstanding the foregoing arbitration requirement, with regard to any actual or potential violation of our intellectual property rights, we may seek injunctive or other appropriate relief in the courts of Seattle, Washington, USA, and you hereby consent to the exclusive jurisdiction of such courts and waive all objections thereto.

Governing Laws

The laws of the state of Washington and the United States govern these Terms of Service and any claims arising out of or relating to use of the Digital Services, without giving effect to any choice of law rules. We make no representation that our Digital Services are appropriate, legal or available for use outside of the United States. With the exception of any matters subject to arbitration as described above, the state and federal courts located in Seattle, Washington will serve as the venue for any actions brought, or claims made, arising out of your use of our Digital Services.

Other Terms

If any provision of these Terms of Service shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that these Terms of Service and any other agreements referenced herein may be assigned by SHERIDAN HEADLIGHT, in our sole discretion. These Terms of Service shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a User. You agree and understand that these Terms of Service constitute the entire agreement between you and SHERIDAN HEADLIGHT regarding your use of the Digital Services, and that any and all prior agreements between you and SHERIDAN HEADLIGHT are superseded by these Terms of Service. Any failure by SHERIDAN HEADLIGHT to exercise its rights under these Terms of Service or to enforce the terms hereof will not constitute a waiver of those rights. If any term of these Terms of Service is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the court in any event should try to give effect to the parties’ intentions as reflected in the provision, and that all of the other provisions of these Terms of Service will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Digital Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.