MITCHELL REPAIR INFORMATION COMPANY LLC
LEGAL NOTICES

By accessing, browsing and/or using the pages in this site, you agree to these terms and conditions. If you do not agree, you should not use this site.

RESTRICTIONS ON USE

The materials published in this site, http://www.shopkey5.com, http://www.mitchell1.com, http://www.shopkeysupport.com, http://www.mitchellsupport.com, shopkeyweb.com, www.asetestpreparation.com, www.mitchellrep.com, www.ondemand5direct.com and http://shopkey5now.com , and any other World Wide Web site owned, operated, licensed, or controlled by Mitchell Repair Information Company LLC, which does business as Mitchell1, or any of its related, affiliated or subsidiary companies (collectively the "Materials") may not be copied or distributed, or republished, uploaded, posted or transmitted in any way, without the prior written consent of Mitchell Repair Information Company LLC or any of its relevant related, affiliated or subsidiary company or companies, as the case may be, EXCEPT: you may download one copy of the Materials on one computer for use on that computer only, provided you do not delete or change any copyright, trademark or other proprietary notices, and provided you do not further copy or post the Materials on any network computer or distribute the Materials in any media. Modification or use of the Materials for any other purpose violates MRIC's intellectual property rights. MRIC owns or has licensed all Materials contained in this site and retains all right and title to it. The Materials in this site are provided for lawful purposes only.

SOFTWARE LICENSES

Licenses for MRIC Electronic Products sold through this site are subject to the terms and conditions of MRIC's Online End User License Agreement. Any other software downloaded from this site, including, without limitation, all files, images and/or applets contained in or generated by software, and accompanying data (together, the "Software") is licensed to you by MRIC for use on the computer described in the preceding paragraph only. Neither title nor intellectual property rights, except for the limited license rights granted in this Section, are transferred to you, but remain with MRIC, which owns full and complete title. You may not decompile, reverse engineer, disassemble, copy, adapt, translate or modify the Software. You also may not resell, lease, sublicense or otherwise transfer the Software to any third party. We reserve the right to terminate this limited license at any time.

USER IDS AND PASSWORDS

You will be solely responsible for the maintenance and security of your login identifier and password. Your login identifier and password are unique to you, and you agree not to disclose or share your login identifier and password with any third party. MRIC reserves the right to deny or revoke access to this site, or any part thereof, at any time in our sole discretion, with or without cause. Your access to this site will terminate upon the termination of this Agreement for any reason.

DISCLAIMER

THE MATERIAL IN THIS SITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. MRIC MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME WITHOUT NOTICE, INCLUDING CHANGES TO PRICING AND TERMS AND CONDITIONS OF SALE. THE MATERIALS IN THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESSED OR IMPLIED. MRIC DISCLAIMS ALL WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MRIC DOES NOT WARRANT THE AVAILABILITY OF THE SITE, THAT THE SITE AND YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MRIC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE SITE AND/OR THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPLICABILITY OR OTHERWISE. YOU (AND NOT MRIC) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

EQUAL OPPORTUNITY EMPLOYER

MRIC is an equal opportunity employer committed to a diverse workforce. MRIC independent sales representatives hire their own employees and establish their own terms and conditions of employment, which may differ from those described.

RESTRICTION OF LIABILITY

MRIC WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY CAUSED BY YOUR USE OF THIS SITE, INCLUDING BUT NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE. MRIC WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE AND/OR THE MATERIALS IN THIS SITE, EVEN IF THERE IS NEGLIGENCE BY MRIC OR BY AN AUTHORIZED MRIC REPRESENTATIVE OR AN AUTHORIZED MRIC REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY OF THE ABOVE. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR SUCH DAMAGES. MRIC'S TOTAL LIABILITY TO YOU FOR LOSSES, DAMAGES AND CAUSES OF ACTION WILL NOT BE GREATER THAN THE AMOUNT YOU PAID TO MRIC, IF ANY, TO ACCESS THIS SITE.

PRODUCTS AND PRICING

All MRIC products sold through this site are subject to MRIC's standard sales terms and conditions unless otherwise specified. Product prices, configurations, and availability are subject to change at any time by MRIC.

MRIC may provide access to international information, which information may contain references or cross references to products, programs and services that are not currently available in your country. MRIC's provision of references to such products, programs and services does not necessarily mean or otherwise imply that the products, programs and services announced or discussed are available in countries other than the United States. MRIC may also provide access to information which may contain references or cross references to products, programs and services that are not announced or available in all United States markets. MRIC's provision of references to such products, programs and services does not necessarily mean or otherwise imply that the products, programs and services announced or discussed are available in all United States markets or all markets where MRIC conducts business.

SUBMISSIONS

All remarks, suggestions, ideas, graphics, or other information communicated to MRIC through this site (together, the "Submission") will forever be the property of MRIC and you waive your moral rights therein if applicable. Except as described in our Privacy Policy, MRIC will not be required to treat any Submissions as confidential, and will not be liable for any ideas for its business (including without limitation, product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future MRIC operations. Without limitation, MRIC will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. Except as noted below in the last paragraph of this section, MRIC will be entitled to use the Submission for any commercial or other purpose whatsoever without compensation to you or any other person sending the Submission.

Your Submission, including personally identifiable information, is voluntary and subject to the Privacy Policy. You are responsible for the content of the Submission and agree to defend (at MRIC's option and at your sole expense), indemnify and hold MRIC harmless from any damages, losses, costs, or expenses, including attorneys' fees, which MRIC may incur as a result of your Submission. If you are viewing this site on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure you are sufficiently disconnected and logged off this site and the computer system you are using to prevent unauthorized Submissions or access to your MRIC account. MRIC retains the right to review, edit, or delete from this site any Submission which MRIC in its sole discretion considers illegal, offensive, or otherwise inappropriate. You are solely responsible for maintaining and keeping secure your MRIC account information.

If you wish to submit a product idea for which you claim intellectual property rights, please send an e-mail to mric_comments@mitchell1.com, or write to: Mitchell Repair Information Company LLC, P.O. Box 509044, San Diego, California 92150-9044 requesting our terms for receiving such ideas. Do not send the product idea at this time.

TRADEMARK INFORMATION

ON-DEMAND™, Series I/II™, the 3D M™, MitchellRepair™, MitchellRepair™Online, Mitchell 1™ and www.mitchell1.com and other names of MRIC affiliates or products are either trademarks, registered trademarks, service marks, logos, or domain names ("Marks") of MRIC. Mitchell™ is a trademark of Mitchell International used under license herein. You may not use any Marks of MRIC or any third party without written permission from the owner of the applicable Marks.

Other product or company names may be trademarks of their respective owners.

You may contact MRIC by sending an e-mail to mric_comments@mitchell1.com, writing to Mitchell Repair Information Company LLC, P.O. Box 509044, or telephoning (888) 724-6742 (toll-free) or 858-391-5000, to request written permission to use Materials on this site for purposes other than stated in the Terms and Conditions or for all other questions relating to this site.

LINKS

At certain places on this MRIC Internet site, live "links" to other Internet addresses can be accessed. Such external Internet addresses contain information created, published, maintained, or otherwise posted by organizations independent of MRIC. MRIC does not endorse, approve, certify, maintain, or control these external Internet addresses and does not guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of information located at such addresses. MRIC provides the links only as a convenience. Use of any information obtained from such addresses is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness. Neither the inclusion of the link in this site nor reference therein to any specific commercial product, process, or service by trade name, trademarks, service mark, manufacturer, or otherwise constitutes or implies endorsement, recommendation, or favoring by MRIC.

There may be circumstances where access to this site is provided by a hypertext link located at another site. MRIC has no responsibility for the content of such other sites, MRIC does not make any representations or give any warranties or conditions with respect to any information contained in or at these other sites and MRIC shall not be liable for any damages or injury arising from the content of or access to these other sites. MRIC does not endorse the individuals, companies or other similar entities, or any products or materials associated with such individuals, companies or other similar entities, which provide a link to this site. Unless approved in writing in advance by MRIC, you agree not to: (a) provide or create a link to this site; and (b) create any frames at any other sites pertaining to any of the Materials located at this site. You also agree not to post any materials at this site without the express written permission of MRIC.

TERMINATION

MRIC or you may terminate this agreement at any time. OnDemand5.com users may only terminate this agreement under the terms of the License Agreement. Users of non-paid MRIC sites may terminate this agreement by destroying: (a) all Materials obtained from all MRIC sites, and (b) all related documentation and all copies and installations. MRIC may terminate this agreement immediately without notice if, in its sole judgment, you breach any term or condition of this agreement. Upon termination, you must destroy all Materials including, without limitation, permanently deleting all Materials from any computer and/or media and, upon MRIC's request, certify in writing that all Materials have been destroyed.

JURISDICTION; COMPLIANCE WITH LAWS

Except as described otherwise, all Materials in this site are made available only to provide information about MRIC. MRIC controls and operates this site from its headquarters in San Diego, California, United States of America and makes no representation that these Materials are appropriate or available for use in other locations. If you use this site from other locations, you are responsible for compliance with applicable local laws including, without limitation, all export laws. Some software from this site may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or reexported: (a) into (or to a national or resident of) any country to which the U.S. has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, or Yugoslavia; (b) to anyone in the U.S. Treasury Department's Specially Designated national list, or (c) to anyone on the U.S. Commerce Department's Table of Denial Orders. If you download or use the Software, you represent and warrant that you are not located in, or under the control of, or a national or resident of any such country or on any such list.

All information available at this site may be subject to U.S. export control laws and may also be subject to the laws of the country where you reside. All MRIC products and publications are commercial in nature. Any Materials copied or downloaded from this site for or on behalf of the United States of America, its agencies and or instrumentalities ("U.S. Government") is provided with restricted rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software¾Restricted Rights at 48 CFR 52.227-19, as applicable.

Access to this Site is governed by U.S. federal law and/or the laws of the State of California, excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction. Any legal action or proceeding relating to your access to, or use of, the Site shall be instituted only in a state or federal court located in the State of California, U.S.A. and, in the case of arbitration the arbitration shall take place in California according to the procedure set forth below. You and MRIC agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

ARBITRATION

Any controversy or dispute between you and MRIC concerning the Materials shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Any claim shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be governed exclusively by the Federal Arbitration Act, and arbitration shall take place according to the Commercial Rules of the American Arbitration Association. Each party shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify the terms of this Agreement or to award punitive or exemplary damages, and the award may be enforced by judgment. Before, during, or after arbitration each party shall have the right, without awaiting the outcome of the arbitration, to seek provisional remedies from an appropriate court including but not limited to temporary restraining orders or preliminary injunctions. Seeking any such remedies shall not be deemed a waiver of either party's right to compel arbitration.

WAIVER

No delay or omission by MRIC to exercise any right occurring upon any noncompliance on your part with respect to any of the terms of this agreement will impair any such right or power or be construed to be a waiver thereof. Any waiver by MRIC of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained.

MODIFICATIONS TO TERMS AND CONDITIONS

MRIC can revise these Terms and Conditions at any time by modifying or updating this posting. Your use of this site on or after the effective date of any such modification or update will constitute your acceptance of these Terms and Conditions as modified and/or updated.

MISCELLANEOUS

These Terms and Conditions will be governed by and be interpreted pursuant to the laws of the State of California, United States of America, notwithstanding any principles of conflicts of law. If any part of these Terms and Conditions is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Any information related to your use of this site for illegal purposes will be provided to law enforcement authorities. These Terms and Conditions and the Privacy Policy constitute the entire agreement between the parties relating to the use of this site.

Copyright © 2009 Mitchell Repair Information Company LLC. All rights not expressly granted herein are reserved.

Last updated February, 2009.