Commercial Referral Form

Terms and Conditions

Terms and Conditions
(1) DEFINITIONS. Welcome to the AutoZone Referral Program (the “Program”). This Agreement applies to your participation in the Program, subject to these following Terms and Conditions (“TCS”). The Program is designed to refer AutoZone’s retail store customer to AutoZone’s Preferred Commercial accounts (“Accounts”) and may, at AutoZone’s sole discretion, displays Account contact information on AutoZone.com or any other web site controlled by AutoZone, Inc. or its affiliates.
(2) ACCEPTANCE OF TCS. Participation in the Program is conditioned on acceptance of the TCS and subject to the TCS. By signing up to participate in the Program, an Account shall be deemed as an acceptance of the TCS. The TCS may be updated by AutoZone from time to time without notice to Accounts. Any modifications will be reflected in the current terms and conditions available form AutoZone’s Commercial Sales Representatives. An Account’s continued participation in the Program shall be deemed an acceptance of the then current TCS.
(3) DESCRIPTION OF SERVICE. The Program is an additional service made available to the Accounts. Unless explicitly stated otherwise, any new features that augment or enhance the current Program, including the release of new resources, shall be subject to the TCS.
(4) FINANCIAL OBLIGATIONS. An Account’s participation in the Program is conditional on the Account maintaining status as a Preferred AutoZone Commercial account. In order to continue participation in the Program, an Account must keep its account balances and purchase requirements up to date and in good standing. Failure of an Account to keep its account balance and purchase requirements current will, at AutoZone’s sole option, result in the immediate suspension from participation in the Program. If the AutoZone Preferred account requirements are met again, the Account may resume participation in the Program, at AutoZone’s sole discretion.
(5) REGISTRATION INFORMATION. In consideration of use of the Service, Account agrees to: (a) provide true, accurate, current and complete information about Account and Account’s company as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Account provides any information that is untrue, inaccurate, not current or incomplete, or AutoZone has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, AutoZone has the right to suspend or terminate Account’s AutoZone commercial account and cancel Account’s participation in the program. Account also warrants and represents that the Account has the authority to enter into and to bind the Account and Account’s company to the TCS.

(6) AUTOZONE USE OF CONTENT; DISCLAIMER. AutoZone does not claim ownership of any content any Account provides to AutoZone for use in the Program. By submitting content to AutoZone for inclusion in the Program, you grant AutoZone the world-wide, royalty-free, and non-exclusive, non-revocable license to reproduce, modify, adapt and publish the content solely for the purpose of displaying, distributing and promoting Account through the Program. This license exists only for as long as you continue to be an AutoZone Preferred Commercial account and shall be terminated at the time your Preferred Account status is terminated. Account acknowledges that AutoZone does not pre-screen content, but that AutoZone and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any content that is provided by Account for use in the Program. Without limiting the foregoing, AutoZone and its designees shall have the right to remove any content that violates these TCS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
(7) MODIFICATIONS OF SERVICE. AutoZone reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. Account agrees that AutoZone shall not be liable to Account or to any third party for any modification, suspension or discontinuance, or valid termination of the Service.
(8) NO RIGHT TO RESELL. Account agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Program, use of the Program, or access to the Program.
(9) WARRANTY DISCLAIMER. AUTOZONE MAKES NO WARRANTY THAT (i) THE PROGRAM WILL MEET ACCOUNT’S OR ANY OTHER PARTY’S REQUIREMENTS, (ii) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY ACCOUNT OR ANY OTHER PARTY THROUGH THE PROGRAM WILL MEET ACCOUNT’S OR ANY OTHER PARTY’S EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ACCOUNT OF ANY OTHER PARTY FROM AUTOZONE OR THROUGH OR FROM THE PROGRAM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TCS.
(10) EXCLUSIONS AND CHOICE OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS ABOVE MAY NOT APPLY TO YOU. NEVERTHELESS, ACCOUNT SUBMITS TO THE JURISDICTION OF THE UNITED STATES AND TENNESSEE AND AGREES TO BE BOUND BY SUCH EXCLUSIONS. THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE WITHOUT GIVING EFFECT TO PRINCIPLES OF LAW THEREOF. THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF THE LOCAL, STATE AND FEDERAL COURTS LOCATED IN SHELBY COUNTY, TENNESSEE. ANY AND ALL DISPUTES OR CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT IN THE APPROPRIATE LOCAL, STATE OR FEDERAL COURT LOCATED IN SHELBY COUNTY, TENNESSEE.
(11) NOTICE. AutoZone has no duty to notify Account to changes to the Program. Account agrees that any notices give may be given to Account via either email or regular mail. In case of regular mail notices, the delivery shall be effective when the notice is received. As to email notices, the notice shall be effective upon a delivery receipt delivered to AutoZone. The Program may also provide notices of changes to the TCS or other matters by displaying notices or links to notices to Account generally on the Service.
(12) INDEMNIFICATION. (a) Account shall be responsible for and shall indemnify and hold AutoZone harmless from and against all damages, claims or demands that may arise out of, result from, be in any way connected with or be occasioned by the negligent or intentional acts of Account or Account’s employees or Account’s breach or non-performance of any of its obligations hereunder.
(b) Further, Account agrees to be responsibile for and shall indemnify and hold AutoZone harmless from and against all damages, claims or demands that arise out of, result from, or are in any way connected with (i) Account's improper installation of any parts or accessories for a third party who seeks services from the Account as a result of a referral from the Program; or (ii) any breach of an express warranty made by Account to any third party who seeks services from the Account as a result of a referral from the Program that exceeds the scope of the manufacturers' express warranties.
(13) COMPLETE AGREEMENT. The TCS, privacy policy, and other terms of use of the Program as may be instituted by AutoZone as provided for in these TCS constitute the entire agreement between Account and AutoZone regarding the Program and govern Account’s participation in the Program, superceding any prior agreements between Account and AutoZone, including, but not limited to, any prior versions of the TCS, and the subject matter reasonably related thereto. Terms of Service relating to other AutoZone services or Products are governed by separate Terms of Service.
(14) WAIVER. The failure of AutoZone to exercise or enforce any right or provision of this or any other TCS shall not constitute a waiver of such right or provision. The failure of AutoZone at any time to require performance by Account of any provision of the applicable TCS shall in no way affect AutoZone’s right to enforce such provision, nor shall the waiver by AutoZone of any breach of any provision of the applicable TCS be taken or held to be a waiver of any further breach of the same provision or any other provision.
(15) SEVERABILITY. If any provision of this or any other applicable TCS is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired. Any illegal, invalid, or unenforceable provision in the TCS shall be modified to conform to the law, rule, regulation, or guideline with which it conflicts.
(16) LIMITATION OF LIABILITY. ACCOUNT EXPRESSLY UNDERSTANDS AND AGREES THAT AUTOZONE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AutoZone HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF ACCOUNT’S CONTENT, TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY CONTAINED IN THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
(17) CLAIM TIMEFRAME LIMITATION. Account agrees 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 Service or the TCS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TCS are for convenience only and have no legal or contractual effect.
(18) ACCOUNT RESPONSIBILITY TO REPORT. Account agrees to report any known violations of the TCS to AutoZone either by email, facsimile, applicable forms or by US mail to AutoZone Department 9002, 123 S. Front Street, Memphis TN 38103.
Do you accept the Terms and Conditions?

Yes
No

Page 8 of 8