Terms of service

Effective Date: October 2025

INTRODUCTION

Welcome to The Shop, by FordDirect! The Shop is a trusted B2B marketplace built for auto dealerships that provides access to Vendor Offerings, including tools, software, and services.

These Terms outline the rules and guidelines governing your access to and use of the Services through The Shop and define the relationship between you (as a Vendor or Dealer) and us (the Platform operator). For example, these Terms explain: (1) what you can expect from us; (2) what we expect from you; (3) who can do what with Your Content and on the Services; and (4) how we will resolve Disputes between you and us.

By clicking “Accept” or accessing or using the Services, you are entering into a binding contract with us that includes these Terms. Other Terms may govern certain features or material on the Services, such as pilot programs, subscription programs, promotional offers, or partner integrations. By participating in any activity on the Services governed by Other Terms, you agree that you will be subject to those Other Terms in addition to these Terms.

FordDirect operates The Shop but is not a party to Dealer-Vendor transactions. All Vendor Offerings are provided by the applicable Vendors under Vendor Terms, and performance and fulfillment occur outside the Platform. FordDirect may act as a Billing Agent for Vendors.

I. DEFINITIONS

In this document, capitalized words not otherwise defined have the meanings given to them in this Definitions section or otherwise defined throughout. The Definitions section also includes explanations for certain lowercase words.

“Authorized Entity” means a Dealer, Vendor, or other verified business entity approved by FordDirect to access the Platform.

“Billing Agent” means FordDirect acting solely to collect payments from Dealers on behalf of Vendors and to remit funds to Vendors, net of applicable fees.

“Content” means graphics, pictures, images, artwork, videos, animations, audio, sounds, music, audio-visual effects, text, titles, names, themes, dialogue, characters, stories, concepts, objects, virtual items, patterns, textures, designs, models, concepts, interactive features, code, scripts, software, metadata, digital works, suggestions, feedback, messages, reviews, files, documents, and all other content.

“Dealer” means a verified business entity authorized by FordDirect to purchase Vendor Offerings through the Marketplace.

“Dispute” means any dispute, claim, or controversy between you and FordDirect, including but not limited to disputes, claims, or controversies related to or arising from the Services, or these Terms or Other Terms, including, without limitation, those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms, Other Terms, and the Arbitration Agreement included herein.

“DMCA” means the Digital Millennium Copyright Act, 17 U.S.C. § 512.

“FordDirect,” “we,” “our,” and “us” means and refers to FordDirect and its predecessors in interest, successors, parents, subsidiaries, affiliates, and assigns, as well as each of their respective past, present, and future employees, freelancers, directors, officers, and shareholders.

“IP” means any intellectual property or intellectual property rights, including any copyright, trademark, patent, trade secret, or other proprietary interests, whether registered or unregistered, under the Laws of any jurisdiction.

“Laws” means all laws, rules, codes, statutes, ordinances, regulations, treaties, directives, and legal or regulatory requirements or guidance and agreements that apply to the Services or Content.

“Marketplace” means the commercial environment hosted on the Platform through which verified Vendors offer Vendor Offerings to verified Dealers, and verified Dealers may purchase such Vendor Offerings.

“Notice of Dispute” or “Notice” means a notice of Dispute from you to FordDirect.

“Notice Address” means theshop@forddirect.com and fdlegal@forddirect.com to which a Notice of Dispute from you to FordDirect must be emailed.

“Other Terms” means individually or collectively any other agreements, addenda, or terms entered into by you and FordDirect that are governed by, or otherwise incorporate by reference, these Terms.

“Our Content” means the Services, and any IP or Content owned or provided by or on behalf of FordDirect, including any software, technology, tools, designs, templates or tools provided to users.

“Persona” means, collectively, name, brand, likeness, image, social-media handle(s), avatars, signature, voice, performance, profile and biographical information.

“Platform” means the web-based technology, website, software, and related systems operated by FordDirect that enable access to and use of the Marketplace.

“Third-Party Terms” means the terms of use and other applicable policies for applicable third-party services, including, but not limited to, Shopify.

“Services” means FordDirect’s provision and operation of the Platform and any related tools, features, applications, integrations, and documentation made available by FordDirect.

“Review” means a review about Vendor Offerings available through the Services.

“Terms” means these Terms of Service, as updated from time to time.

“User” means any Authorized Entity and its authorized representatives that access or use the Services.

“Vendor” means a verified business entity authorized by FordDirect to list and sell Vendor Offerings to Dealers through the Marketplace.

“Vendor Offerings” means the products and services offered by Vendors to Dealers through the Marketplace.

“Vendor Terms” means the clickwrap terms, order forms, service descriptions, service level agreements, licensing terms, or other contractual terms presented by a Vendor and agreed to by a Dealer for a specific Vendor Offering.

“You” or “you” means the Authorized Entity entering into these Terms, and the individual acting on its behalf who represents and warrants that they have authority to bind that Authorized Entity.

“Your Content” means any Content you create, submit, store, upload, broadcast, provide or share using the Services, or otherwise provide to FordDirect, including any Persona (to the extent incorporated therein), but excludes Our Content or Content provided by other Users.

II. YOUR RELATIONSHIP WITH US

A. What you can expect from us

The Platform facilitates introductions and transactions between Dealers and Vendors. FordDirect is not a buyer, seller, reseller, broker, agent (other than Billing Agent), guarantor, or insurer of any Vendor Offering and does not control or endorse Vendor Offerings or Vendor Terms.

The Platform is hosted on or integrated with third-party services, including but not limited to Shopify. Your use of such services is subject to applicable Third-Party Terms in addition to these Terms.

We may develop new technology or features that improve or modify the Services. To that end, we may add or remove certain features, functionalities, or Services. If we make a significant change that impacts your use of the Services, or if we stop offering a service altogether, we will use reasonable efforts to notify you unless the situation is urgent (for example, to prevent abuse, address security issues, respond to legal requirements, etc.).

We may make non-material changes to these Terms or any Other Terms without notice, but if we make a change to these Terms or any Other Terms that materially affects your rights, we will provide you with notice. If you do not agree with any Terms, including any changes to the Terms or Other Terms, you must stop using the Services. Your continued access or use after the effective date constitutes acknowledgment of, and agreement to, the Terms, including any changes to the Terms or Other Terms.

B. What we expect from you

Your authorization to access and use the Services is conditioned upon your continued compliance with: (a) these Terms; and (b) any Other Terms governing specific functions, integrations, or programs made available through the Services. If a conflict arises between these Terms and any applicable Other Terms, the Other Terms will govern solely with respect to the subject matter to which they relate. FordDirect will notify you when Other Terms apply to your use of the Services.

You shall provide and maintain accurate, complete, and current information as reasonably requested by FordDirect in connection with your registration, verification, or continued use of the Services, or as otherwise required by applicable Law. Failure to provide or maintain accurate information may result in suspension or termination of your access to the Services.

You may, but are not obligated to, provide comments, feedback, or suggestions regarding the Services. You hereby grant FordDirect a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable right and license to use, reproduce, modify, and otherwise exploit such feedback for any lawful purpose, without notice, attribution, or compensation to you.

FordDirect does not accept unsolicited ideas, proposals, or concepts for products or services. You acknowledge that FordDirect may independently develop, receive, or have developed ideas or materials similar to those you submit, and you waive any claim arising from any alleged similarity or use of such ideas.

By accessing or using the Services, you represent and warrant that:

(a) you have full power and authority to enter into and perform your obligations under these Terms and any applicable Other Terms;
(b) your use of the Services and performance under any Other Terms will comply with all applicable Laws and Third-Party Terms, and will not infringe or misappropriate any IP or other proprietary rights of any third party;
(c) you own, or have obtained all necessary rights to, Your Content to grant the licenses and permissions contemplated herein (including any sublicenses);
(d) FordDirect’s use of Your Content in accordance with these Terms will not violate any Law, right, or obligation owed to any third party, or cause FordDirect to incur any additional fees; and
(e) any use of third-party IP within Your Content is duly authorized by the applicable rights holder or otherwise permitted under applicable Law.

III. USING THE SERVICES

A. Your Account

Accounts and Authorization. Accounts are available only to Authorized Entities and to individuals duly authorized to act on their behalf. By creating or using an account, you represent and warrant that you are authorized to bind the applicable Authorized Entity to these Terms. Each Authorized Entity may maintain only one account unless otherwise approved in writing by FordDirect. The Authorized Entity is solely responsible for: (a) all activities under its account (including actions by personnel and representatives); and (b) maintaining the confidentiality and security of account credentials.

B. Vendor Terms; Transactions

Dealers may initiate orders for Vendor Offerings through the Platform. Order acceptance, availability, delivery timelines, specifications, and service levels are determined by the applicable Vendor under the Vendor Terms. Vendors may accept, reject, or request additional information. FordDirect may require additional anti-fraud or verification information prior to forwarding an order to a Vendor. FordDirect may correct manifest input errors in Platform-generated order summaries (e.g., obvious typos or calculation errors). If you believe an order summary contains a mistake, contact us promptly so we can coordinate with the applicable Vendor to address it.

Vendor Terms. Prior to purchase, Dealers will be presented with applicable Vendor Terms. By placing an order, the Dealer agrees to be bound by the Vendor Terms for that Vendor Offering. In case of conflict between these Terms and Vendor Terms, the Vendor Terms govern as to the Vendor Offering, and these Terms govern use of the Services.

Off-Platform Performance. All scoping, delivery, performance, implementation, support, and warranty for Vendor Offerings occur directly between Vendor and Dealer outside the Platform. FordDirect does not control, direct, or guarantee Vendor performance.

Billing Agent. Dealer authorizes FordDirect, as Billing Agent for Vendor, to collect payment for Vendor Offerings and to remit funds to Vendor, net of applicable fees. Payment to FordDirect constitutes payment to Vendor. FordDirect is not responsible for refunds, credits, or service issues, which are handled under the applicable Vendor Terms and directly between Dealer and Vendor.

Taxes. Dealers are responsible for all applicable taxes on Vendor Offerings.

Using Services Responsibly

You are responsible for your interactions with other Users on the Services. We reserve the right to monitor interactions between Users, but we are not obligated to do so, and cannot be held liable for your interactions with other Users, or for any User’s actions or inactions. If you have a dispute with one or more Users, you release FordDirect from claims and damages of every kind, arising out of or in any way connected with such disputes. In entering into this release, you waive any protections that would otherwise limit the coverage of this release.

The Services are controlled and operated from the United States and are intended for use only in the United States, and we do not represent or warrant that the Services, or any part thereof, are appropriate or available for use in any particular jurisdiction. Those who choose to access the Services, do so on their own initiative and at their own risk, and are responsible for complying with all local laws, regulations, or guidelines.

You must use the Platform and participate in the Marketplace only as expressly permitted by these Terms or Other Terms. You are responsible for complying with all applicable Laws in connection with your activities on or through the Platform.

Except to the extent prohibited by law or otherwise authorized in advance and in writing by FordDirect, you may not do any of the following:

a. Access, share, download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any part of the Platform, the Marketplace, or any information obtained through them, except as necessary for legitimate business transactions permitted under these Terms;

b. Decompile, reverse engineer, disassemble, decode, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Platform or any of its components;

c. Upload, distribute, transmit, display, perform, reproduce, duplicate, or publish any files or materials that contain malicious code, viruses, corrupted files, or any other similar software or programs that may disrupt, damage, or interfere with the operation of the Platform or any User’s systems;

d. Remove, obscure, or alter any proprietary notices or legends (including copyright, trademark, or confidentiality notices) displayed on or within the Platform;

e. Use automation software, bots, crawlers, or any other unauthorized technology designed to scrape, mine, or otherwise extract information or data from the Platform or the Marketplace;

f. Exploit or use the Platform for any purpose other than legitimate Marketplace transactions between verified Vendors and Dealers, including using it to advertise or solicit business outside the Platform;

g. Access or use the Platform in a manner that could disable, damage, overload, disrupt, or impair its functionality or the use of the Platform by others;

h. Attempt to gain unauthorized access to, or interfere with, any accounts, computer systems, or networks connected to the Platform;

i. Use or attempt to use another User’s account, credentials, or verification information without proper authorization;

j. Circumvent, remove, alter, deactivate, degrade, or otherwise interfere with any security or access-control mechanism of the Platform;

k. Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

l. List, offer, or promote any Vendor Offering that is unlawful, unverified, infringing, misleading, or otherwise violates third-party rights, including intellectual-property, data-privacy, or export-control laws;

m. Submit, post, or transmit material that is defamatory, fraudulent, harassing, obscene, abusive, discriminatory, or otherwise objectionable or inconsistent with professional business conduct;

n. Publish or distribute deceptive, unfair, or misleading statements, advertisements, or solicitations, including spam, chain letters, or pyramid schemes;

o. Impersonate any person or entity, misrepresent authorization to act on behalf of an entity, or misstate an affiliation with any Vendor, Dealer, or FordDirect;

p. Circumvent or attempt to circumvent the Platform’s verification, authentication, billing, or payment processes, including by initiating or completing transactions outside the Platform that were introduced through it;

q. Resell, sublicense, assign, or otherwise permit unauthorized third-party access to the Platform or any portion thereof;

r. Violate any applicable law, regulation, or contractual obligation in connection with the use of the Platform; or

s. Encourage, facilitate, or assist any other person or entity to engage in any of the foregoing conduct.

FordDirect reserves the right to investigate suspected violations of this Section and to suspend or terminate any User account, remove any listing or content, or take any other action it deems appropriate if it reasonably believes a violation has occurred or may occur.

IV. CONTENT ON THE SERVICES

A. Our Content

The Services include Our Content, which belongs to FordDirect. As between you and FordDirect, FordDirect shall be and remain the sole owner of Our Content. We give you permission to use Our Content solely to access and use the Services, subject to these Terms and any Other Terms, but we retain all IP in Our Content. You agree not to do anything to violate, infringe upon, or misappropriate Our Content or IP.

B. Your Content

You own the IP in Your Content. However, you grant FordDirect, including other Users of the Services, permission to use Your Content as set forth in the license below.

Unless otherwise agreed by FordDirect in writing, the scope of the license you grant to Your Content hereunder is:

Worldwide, meaning it’s valid all over the world;
Non-exclusive, meaning you can give the same license to others;
Royalty-free, meaning there are no royalties owed to you for this license (and, for the sake of clarity, FordDirect may, but have no obligation to, provide or offer you compensation for, or opportunities for you to monetize, Your Content); and
Irrevocable, meaning you can’t take it back.

FordDirect may (but is not obligated to):

Copy, use, transmit, broadcast, reproduce, publicly perform, and publicly display Your Content, including to store on the Services and its systems and show or make publicly available to other Users;
Modify and prepare derivative works based upon Your Content, including to edit them or make new versions of them;
Otherwise use, distribute, commercialize, and exploit Your Content; and
Sublicense any of the foregoing rights to other Users of the Services, licensees or other third parties.

FordDirect may exercise these rights for any lawful purpose including, without limitation: (i) operating and improving the Services, including to provide the Services to you and others, allow the Services to work as intended, and create new features and functionalities; and (ii) promoting and marketing FordDirect, the Services, their businesses, Our Content and Your Content.

The license above continues for as long as Your Content is protected by IP Laws.

C. Other People’s Content

The Services may give you access to Content that belongs to others. You can use Content that belongs to others in and as permitted by the Services, these Terms and any Other Terms, but these Terms do not grant you the right to use it in any other way without the applicable rights holder’s permission.

D. Infringing Content

If you believe that any user-generated Content or other material made available through the Services violates your copyright, please submit a notification in accordance with the DMCA, to FordDirect’s DMCA Agent:

Attn: Beth Hill, General Counsel and Chief Compliance Officer
4 Parklane Blvd
Suite 140
Dearborn, MI 48126
bhill78@forddirect.com and fdlegal@forddirect.com

Notices related to trademarks, right of publicity, or IP matters may be sent to the same recipient.

If any of Your Content is taken down after we receive a DMCA notice, you can send a counter-notification as laid out in Section 512(g) of the DMCA, and we may restore Your Content.

We, in our discretion, when it’s appropriate, will disable or terminate the accounts of Users who repeatedly infringe IP.

E. Reviews

If you submit a Review, you agree that:

The Review complies with these Terms;
You are, or were, an authorized Dealer that has purchased or used the applicable Vendor Offering being reviewed;
The Review reflects your genuine and professional opinions, findings, beliefs, or actual experience with the Vendor Offering; and
You will disclose in the Review (in easy-to-understand language and in an unavoidable place) if you received any Vendor Offerings mentioned in your Review for free or at a discount, or if you have any other connection to a Vendor that might materially affect the weight or credibility of your Review.

We reserve the right to delete or not post any Review that we reasonably believe is fake, unlawful, unrelated to the Vendor Offerings, clearly false or misleading, harassing or abusive, inappropriate with respect to race, gender, sexuality, ethnicity or another intrinsic characteristic, defamatory, libelous, or slanderous, violative of the Terms or applicable Laws. Additionally, we reserve the right to delete or not post any Review that contains unlawful material, personal information, trade secrets, or privileged information, confidential commercial or financial information, personnel files or similar information, or records or information compiled for law enforcement purposes.

Please be aware that Reviews on the Services may be viewable by others. FordDirect does not guarantee that you will be able to edit or delete any Review once submitted.

V. CONFIDENTIALITY

Each party (“Receiving Party”) agrees that it shall not disclose, divulge, furnish, or make accessible to any third party, or use for any purpose other than as necessary to perform its obligations under these Terms, any confidential or proprietary information (“Confidential Information”) received from the other party (“Disclosing Party”). Confidential Information includes, without limitation, business, technical, financial, and commercial information, whether disclosed orally, in writing, electronically, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. The obligations of confidentiality shall not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully obtained by the Receiving Party from a third party not under a duty of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that, to the extent legally permissible, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates in any effort to limit or prevent such disclosure. All Confidential Information shall remain the property of the Disclosing Party. Upon termination or expiration of these Terms, or upon written request, the Receiving Party shall return or destroy all Confidential Information in its possession, except as required to be retained by law.

VI. ISSUES, CLAIMS, RISKS, AND DISPUTES

A. Warranty Disclaimer

WE PROVIDE THE SERVICES AS IS AND AS AVAILABLE WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FOR EXAMPLE, WE DO NOT MAKE ANY WARRANTIES ABOUT THE SERVICES (OR ANY CONTENT OR FEATURES THEREOF), INCLUDING THEIR ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS.

Vendor Offerings are provided solely by the applicable Vendors under the Vendor Terms; FordDirect disclaims all warranties, express or implied, related to any Vendor Offering.

B. Assumptions of Risk

You understand that certain portions of the Services are made possible by third parties. You agree that FordDirect does not control any third parties and will not be responsible for any losses or harm that they cause, either directly or indirectly.

C. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FordDirect BE LIABLE FOR: (1) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES, OR (2) DAMAGES ARISING FROM INTERRUPTIONS; DELETION OF FILES, EMAIL, OR DATA; SYSTEM ERROR, FAILURE OR MALFUNCTION; VIRUSES; DELAYS IN OPERATION OR TRANSMISSION; OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOODWILL; OR (3) YOUR MISUSE OF THE SERVICES OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.

TO THE FULLEST EXTENT PERMITTED BY LAW, FORDDIRECT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO FordDirect FOR USE OF THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) US $$1,000$$. FORDDIRECT HAS NO LIABILITY FOR VENDOR OFFERINGS, WHICH ARE GOVERNED BY THE VENDOR TERMS.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

D. Termination

FordDirect may suspend or terminate any Authorized Entity account, or access to the Platform, at any time if:

The Authorized Entity breaches these Terms, Other Terms, or any applicable law;
The Authorized Entity engages in fraud, misrepresentation, or conduct that may harm FordDirect, other Users, or the integrity of the Platform; or
Such suspension or termination is required by Law.

Except where immediate termination is necessary to protect the Platform or other Users, FordDirect will use reasonable efforts to provide prior written notice of any termination and, where appropriate, an opportunity to cure the breach within a reasonable period.

Upon termination, all rights granted to the Dealer or Vendor under these Terms will immediately cease. Termination does not affect FordDirect’s right to collect or remit amounts already due for completed or in-process orders as Billing Agent.

Following termination, FordDirect may retain and continue to use any Content, data, or materials submitted by the Dealer or Vendor to the extent necessary to comply with applicable law, maintain business records, process outstanding transactions, or preserve Content (such as Reviews) that has already been made available to other Users in connection with prior activity on the Platform.

E. Indemnification

You agree to defend, indemnify and hold FordDirect and any of its respective officers, directors, shareholders, employees, or independent contractors harmless from and against any claims asserted against them arising out of or relating to your use or actual or alleged misuse of the Services, violation of these Terms or any Other Terms, Your Content, or your negligence or misconduct. This applies to all liabilities or expenses arising from claims, losses, damages, judgments, fines, litigation costs, and legal fees. You shall cooperate as fully as reasonably required in the defense of any such claim. FordDirect reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

F. Dispute Resolution and Governing Law

The parties shall endeavor in good faith to resolve any Dispute arising out of or relating to these Terms, the use or operation of the Platform, or any transaction conducted through the Marketplace through informal discussions between authorized representatives. If the parties are unable to resolve a Dispute within thirty (30) days after written notice by one party to the other, the Dispute shall be finally resolved as provided below.

Except as expressly provided herein, any Dispute that cannot be resolved by negotiation shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single neutral arbitrator experienced in commercial contract matters, selected in accordance with such Rules.

The seat and place of arbitration shall be Wayne County, Michigan, unless otherwise agreed in writing by the parties. The language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction. The parties agree that the arbitration proceedings, submissions, and award shall be kept confidential, except as may be required by law or to enforce the award.

The parties agree that any arbitration or other proceeding under this Section shall be conducted solely in their individual capacities and not as a class, consolidated, or representative action. No arbitration shall be joined or consolidated with another proceeding without the express written consent of all parties.

Nothing in this Section shall prevent either party from seeking provisional or injunctive relief in a court of competent jurisdiction to prevent or restrain the unauthorized use, disclosure, or misappropriation of its intellectual property or confidential information, or to enforce the confidentiality obligations or intellectual property provisions of these Terms.

These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict-of-law principles. Subject to the arbitration provisions above, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Wayne County, Michigan, and waives any objection based on inconvenient forum or lack of personal jurisdiction.

VII. MISCELLANEOUS

You may not assign or transfer any of your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written permission. We may assign or transfer any of our rights or obligations hereunder without your permission.

If any clause within these Terms is found to be invalid, unenforceable, void, voidable, or illegal, that clause will be severed and the remainder of the Terms will be given full force and effect.

These Terms, together with Other Terms, represent the entire agreement between you and us and supersede any prior agreements or understandings, whether written or oral, between you and us.

All provisions of these Terms that would reasonably be expected to survive the termination of these Terms, including, without limitation, those related to IP, limitation of liability, and indemnification, will do so.

Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our authorized representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

We will be excused from performance under these Terms, to the extent we are prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (1) weather conditions or other elements of nature or acts of God, (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (3) quarantines, pandemics, epidemics, or embargoes, (4) labor strikes, (5) other causes beyond our reasonable control, (6) governmental actions, orders, or restrictions, or (7) supply-chain interruptions or failures of third-party providers beyond our reasonable control.

These Terms represent an agreement between you and us. There are no third-party beneficiaries except as otherwise expressly provided herein.

For Marketplace support or verification inquiries, Dealers and Vendors may contact theshop@forddirect.com.