1. 1.1. Acceptance.

1. 3.1. Definitions. The words and terms specified in this Section, or pronouns used in their stead, shall, for the purpose of these EDGE Terms, have the meanings set forth below unless the context clearly indicates another meaning.
   1. (a) “Access Device(s)” means any computing technology, devices, networks, or systems used by you or your Authorized Users to access and make use of the Service.
   2. (b) “Affiliate” means, with respect to a Party, any person, firm, corporation, partnership (including general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such Party.
   3. (c) “Applicable Law” means any and all applicable federal, state and local laws, statutes, ordinances, regulations, rules, opinions, interpretive letters and other official releases of or by any government, or any authority, department or agency thereof which are now in effect or which may come in to effect at any time during the Term (defined below).
   4. (d) “Authorized Dealer”.
   5. (e) “Authorized User” means an employee or other person under the control of an Authorized Dealer.
   6. (f) “Authorized User Account” means an Authorized User’s account which you must register for in order to use the Service.
   7. (g) “Authorized User Information” means information concerning an Authorized User which an Authorized User submits to the Service during the Registration process or in the course of accessing or otherwise making use of the Service.
   8. (h) “Kumho Tires”, “we”, “our” or “us” shall mean Kumho Tire U.S.A, Inc.
   9. (i) “Registration” means the process by which an Authorized User registers with the Service to create a Authorized User Account.
   10. (j) “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
   11. (k) “Privacy Policy” means Kumho Tires’s Dealer Academy Privacy Policy located at [www.KumhoTireEdgePP.com]
   12. (l) “Service” means the Education Driving Growth & Excellence Program Dealer Academy portal located at [www.KumhoEdgeAcademy.com], which offers online training videos and certification for Authorized Users.
   13. (m) “System” means: (i) in relation to Kumho Tires the hardware, software, computing equipment, communications systems and components or elements thereof used, supplied, operated, owned, maintained, and/or developed by or on behalf of Kumho Tires for the hosting and provision of any Services in accordance with these EDGE Terms); and (ii) in relation to an Authorized User any hardware, software, computing equipment, communications systems and components or elements thereof used, supplied, operated and/or developed by or on behalf of an Authorized User in connection with the Services.
   14. (n) “User”, “you” or “your” means the Authorized User who accesses and makes use of the Service, including the Authorized User Account.
2. 3.2. Interpretation. The singular includes the plural, and the plural includes the singular. All references to “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to these EDGE Terms as a whole rather than any particular part of the same. The terms “include” and “including” are not limiting.

By using the Service, you acknowledge and agree to the terms and conditions of our Dealer Academy Privacy Policy, as may be amended from time to time, which is incorporated by reference into these EDGE Terms as if it were set forth herein in its entirety. The Privacy Policy describes our collection and possible use of any Authorized User Information that you provide to us.

1. 5.1. Authorized Registration. Kumho Tires is making this Service available to allow Authorized Users to access product training videos, marketing materials, guidelines, and certification opportunities, enabling them to better sell the product and enhance their expertise. For the avoidance of doubt, the Service is made available exclusively for use by Kumho Tires’s Authorized Dealers and registering for a Authorized User Account does provide an unauthorized dealer with an Authorized Dealer status nor does Registration establish any current or future business relationship or expectation with Kumho Tires.
2. 5.2. Password. During Registration you will be provided with or will be prompted to create a unique user name, user identification, and corresponding password (“User ID”) to enable your access and use of the Service. In addition to your User ID, you may be required to provide other identifying information as part of our security procedures. You must treat, secure, and protect your User ID and all related information as confidential information, and you must not disclose it to any other Person. You also acknowledge that your User ID and Authorized User Account is personal to you and you agree not to provide any other person with access to this Service or portions of it using your User ID, password or other security information and to notify us immediately of any unauthorized access to or use thereof or any other breach of security. You also agree to ensure that you exit and log out from your Authorized User Account at the end of each session. You agree not to access your Authorized User Account from a public or shared computer or other public network so that others are not able to view or record your password or other Authorized User Information.
3. 5.3. Deactivation. We have the right to disable or deactivate any User ID, corresponding password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these EDGE Terms.

Your successful Registration and set up of an Authorized User Account in accordance with Section 4.1 does not obligate Kumho Tires and Kumho Tires does not make any promise to sell any products or services in any amount to any dealer. Authorized User acknowledges and agrees that these EDGE Terms govern Authorized User’s use of the Service only and that the terms and conditions of any business relationship between Kumho Tires and any Authorized Dealer are governed by separate agreements.

You agree to provide your accurate, up-to-date and truthful Authorized User Information during Registration and when you otherwise provide information in connection with your use of the Service. You further agree to promptly update all your Authorized User Information whenever the information provided to us by you is found to be in error or becomes inaccurate. You can update your Authorized User Information by contacting us at [_KumhoEdge@KumhoTireUSA.com_]. We are not responsible for any service-related issues or errors arising from your failure to submit or maintain current and accurate Authorized User Information. If we determine, in our sole discretion, that you have failed to submit or maintain current and accurate Authorized User Information, we may temporarily suspend or terminate your access to your Authorized User Account and the Service.

In connection with Authorized User’s use of the Service, Authorized User shall maintain and implement for its Authorized Devices and Systems adequate technical and procedural access controls and System security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication, non-repudiation, virus detection, and eradication.

Subject to your compliance with the Agreement, Kumho Tires hereby grants to you a non-exclusive, revocable, non-sublicensable, and non-transferable limited license to access and make use of the Service. We (or the respective third party owners of content) retain all right, title, and interest in the Service and any content offered on these Service, including any and all intellectual property rights. Any software applications available on or through the Service are licensed, not sold, to you. Kumho Tires may assign these EDGE Terms or any part hereof, without restrictions. You may not assign these EDGE Terms or any part hereof, nor transfer or sub-license your rights under these EDGE Terms, to any third party. We (or the respective third party owners of content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Kumho Tires.

1. 10.1. Ownership of Content and Service. You acknowledge and agree that, except as otherwise expressly stated, all text, pictures, graphics, logos, button items, images, works of authorship, and other content (collectively with all information and material about Kumho Tires or the Service, “Content”) appearing on your Authorized User Account or the Service is the copyrighted work of Kumho Tires or its third party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of Kumho Tires and is protected by U.S. and international copyright laws. You may download information from your Authorized User Account, the Site, or the Service and print out a hard copy for your personal use provided that you keep such hard copies intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from the Service, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Kumho Tires or any applicable third party suppliers. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Kumho Tires. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Kumho Tires does not warrant or represent that your use of Content or the Service will not infringe rights of third parties. The Kumho Tires trademark, and other trademarks used on the Service, are the protected property of Kumho Tires and its affiliates and may not be used, copied or imitated without the prior written consent of Kumho Tires.
2. 10.2. Notice and Procedure for Making Claims of Copyright Infringement. Kumho Tires respects the intellectual property rights of others. If you believe that content on the Site infringes or violates your copyright rights, please follow the procedure for notification below [ insert]

1. 11.1. In addition to the representations and warranties you make to Kumho Tires under Section 1.2 you represent, warrant and covenant to Kumho Tires that:
   1. (a) your acceptance or your Authorized User’s acceptance of these EDGE Terms in accordance with Section 1.1 constitutes a legal, valid and binding obligation, enforceable against you in accordance with these EDGE Terms;
   2. (b) you have the right to grant us the licenses specified herein;
   3. (c) you currently are and will remain compliant with all Applicable Laws; and
   4. (d) your acceptance and use of the Service pursuant to these EDGE Terms does not violate any Applicable Law or other contract or obligation to which you are a party or by which you are otherwise bound.

Please be advised that if you send or submit to Kumho Tires creative ideas, suggestions, inventions, or materials (“Feedback”), Kumho Tires shall: (i) own, exclusively, all now known or later discovered rights to the Feedback; (ii) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

1. 13.1. Prohibited Use Any use or attempted use of the Service (a) for any unlawful, unauthorized, fraudulent or malicious purpose, or (b) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server or any portion of Kumho Tires’s System, or (c) interfere with any other Party’s use and enjoyment of the Service, or (d) to gain unauthorized access to Kumho Tires’s Systems or to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (e) to access systems, data or information not intended by Kumho Tires to be made accessible to a user, or (f) attempt to obtain any materials or information through any means not intentionally made available by Kumho Tires, or (g) any use other than the business purpose for which it was intended, is prohibited. You may not frame or utilize framing techniques, meta-tags or any other “hidden text” utilizing any of Kumho Tires’s name(s) or service marks without the express written consent.
2. 13.2. Prohibited Acts. In addition, in connection with your use of the Service, you agree you will not:
   1. (a) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
   2. (b) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, data or other property;
   3. (c) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;
   4. (d) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; or
   5. (e) probe, scan, test the vulnerability of, or breach the authentication measures of, the Service or any related networks or systems.

You agree to release, indemnify, and hold harmless Kumho Tires and its Affiliates, and their respective officers, directors, employees and agents, (“Indemnified Persons”) harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Service; (b) your breach of the Agreement; (c) your violation of any rights of a third party; (d) your violation of any Applicable Law; and (e) your failure to provide and maintain true, accurate, current and complete Authorized User Information.

1. 15.1. Limitation of Liability
   1. (a) YOU UNDERSTAND AND AGREE THAT KUMHO TIRES, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, AFFILIATES, OR ANY RELATED COMPANIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICE OR THESE EDGE TERMS, EVEN IF KUMHO TIRES HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE YOUR AUTHORIZED USER ACCOUNT, OR THE SERVICE OR CONTENT, THE COST OF OBTAINING SUBSTITUTE SERVICE RESULTING FROM ANY LOSS OF DATA, INFORMATION, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE SERVICE OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE KUMHO TIRES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICE.
   2. (b) CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
2. 15.2. No Warranties.
   1. (a) YOU EXPRESSLY AGREE YOUR USE OF SERVICE IS AT YOUR SOLE RISK. THE CONTENT AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KUMHO TIRES, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SERVICE; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR ACCESSED THROUGH THE SERVICE; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE; (6) WARRANTIES THAT YOUR USE OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED; VIRUS-FREE OR ERROR-FREE AND (7) WARRANTIES THAT ERRORS IN THE SERVICE WILL BE CORRECTED.
   2. (b) Kumho Tires does not warrant or make any representations regarding availability, accuracy, reliability, completeness, or timeliness of the materials, Service, text, graphics, and or links associated with the Service. If your use of the Service results in the need for servicing or replacing equipment or data, Kumho Tires is not responsible for those costs.

1. 16.1. Term. These EDGE Terms become effective between the Parties on the date you first use the Service and remain in effect until either Party terminates these EDGE Terms (the “Term”).
2. 16.2. Termination Rights. Kumho Tires may terminate these EDGE Terms and/or suspend your access at any time in its sole discretion for any reason or no reason. Termination of these EDGE Terms shall not result in the termination of any other agreement between the parties.

1. 17.1. Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of these EDGE Terms or your access or use of the Service. Our performance under these EDGE Terms is subject to existing laws and legal process, and nothing contained in these EDGE Terms is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Service or information provided to or gathered by us with respect to such use.
2. 17.2. Third Party Beneficiaries. Except as limited herein, these EDGE Terms and the rights and obligations hereunder shall bind and inure to the benefit of the Parties and their successors and permitted assigns. Nothing in these EDGE Terms, expressed or implied, is intended to confer upon any person, other than the Parties and their successors and permitted assigns, any of the rights hereunder.
3. 17.3. Entire Agreement. These EDGE Terms, and the Privacy Policy, in each case, as may be amended from time to time, and each of their respective exhibits or appendices, constitute and contain the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
4. 17.4. Governing Law. These EDGE Terms will be construed, performed, governed, and interpreted pursuant to the laws of Georgia, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to the jurisdiction of Georgia courts and federal courts located in Georgia in connection with any dispute between you and Kumho Tires arising out of these Edge Terms or pertaining to your use of the Service.
5. 17.5. Assignment. You may not transfer or assign these EDGE Terms nor any of your rights hereunder to any third party and any attempt to so transfer or assign will be rendered null and void. Notwithstanding the foregoing, Kumho Tires may assign these EDGE Terms or any rights hereunder without consent: (i) to an entity that acquires all or substantially all of its stock, assets or business; or (ii) to an Affiliate. Except as provided in this section, any attempts by either Party to assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other Party shall be null and void.
6. 17.6. Survival. All provisions of these EDGE Terms that by their nature extend beyond the expiration or termination of these EDGE Terms and the definitions herein as applicable to interpretation of the foregoing shall survive the termination of these EDGE Terms.
7. 17.7. Force Majeure. Kumho Tires shall not be liable for delay or failure in any of its performance hereunder or a failure of the Service due to causes beyond its reasonable control, including an act of God, war, terrorism, natural disaster, governmental regulations, communication or utility failures or the failures or acts of third parties.
8. 17.8. Contact Us. If you have any questions about these EDGE Terms, please contact us