1. Introduction

These Terms of Use (this “Agreement”) constitutes a binding agreement between Enthusiast Nation Corp., the parent Company of Car Guy Nation, and its affiliates and subsidiaries (collectively, “Enthusiast”) and you with respect to all information, data, graphics, products, reviews, content, or other materials ordered, provided or otherwise accessible on or through the website, located at http://www. carguynation.com (hereinafter, collectively the “Site”), and your use of and access to our services offered on the Site including, without limitation, the online transaction and promotion platform services offered in connection with sales transactions for goods or services offered thereon (collectively, the “Services”), on or after the “Effective Date” (as defined below).  In this Agreement, “we”, “us”, “our” and other similar references mean Enthusiast and “you” and “your” and other similar references mean a specific user of the Site.  All capitalized terms shall have the meaning ascribed to each of them as set forth in the body of this Agreement.

IF YOU DO NOT AGREE TO THIS AGREEMENT (INCLUDING THE PRIVACY POLICY), THEN YOU SHOULD NOT USE THE SITE.  YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE USING OR ACCESSING THE SITE, BECAUSE THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS.  YOU SHOULD ALSO RETAIN A COPY OF THIS AGREEMENT (INCLUDING THE PRIVACY POLICY) FOR YOUR RECORDS. 

2.General Description of Services

The Site provides you with an opportunity to purchase goods and/or services (collectively, “Products”) offered on the Site by our select group of merchants who specialize in serving the needs of car enthusiasts (collectively, the “Vendors”).  The Services offered on the Site include the following:

• “Vendor Mall”:  this Service enables you to access and purchase Products from online stores managed and run by our participating Vendors on our Site especially for the “Car Guy Nation” (the stores collectively making up the “Vendor Mall”);
• “Deals”:  this Service enables you to purchase specific Products on special terms, presented as bundled promotional packages offered by our Vendors (collectively, “Deals”), including, without limitation, Deals offered through our “Weekly Deal Program”, which are Deals featured on the Site on a weekly-basis, offering substantial savings or unusual buying opportunities; and
• Loyalty & Incentives:  this Service enables you to participate in a variety of loyalty and incentive programs (the “Loyalty Programs”) that Enthusiast will run in its discretion on the Site from time to time under specific terms and conditions, and enables us to provide you with additional value and benefits from being a Member (as defined below in Section 3) of the Site.

Enthusiast provides the Site and the Services for you and the Vendors to negotiate and complete sales transactions in connection with (a) Products listed in the Vendor Mall and/or (b) Deals (collectively, “Sales Transactions”).  Expect with respect to facilitating the promotion and processing of Sales Transactions on the Site, Enthusiast is not a party or in any respect involved in the actual Sales Transaction between you and the Vendors, and is not the agent of and has no authority for either for any purpose.  

3. Your Account

You will need to register with Enthusiast by creating an account on the Site in order to obtain access to certain Services, complete Sales Transactions, and/or post or contribute “Content” (as the term is defined below in Section 5) on the Site.  Upon registration, you will become a “Member” of the Site.  This personal account (hereinafter, “Personal Account”) is for your personal use and to complete sales transactions and otherwise post Content to the Site.  If you choose to create an account with us, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes.  When you register, you will obtain unique log-in credentials (a “Member ID”).  No one, other than yourself, is authorized to use your Member ID to access the Site and Services, and you are responsible for preventing such unauthorized use.  Individuals and entities whose privilege to access the Site or use the Services has previously been terminated by Enthusiast may not register for an account, nor may you designate any of those individuals to use your account on your behalf.

Enthusiast relies on Member IDs to know whether members accessing the Site and using our Services are authorized to do so.  If someone accesses our Site or Services using a Member ID that we have issued to you, we will rely on that Member ID and will assume without incurring any liability whatsoever to you that access has been made by you. You are solely responsible, and fully acknowledge that Enthusiast shall have no responsibility or liability whatsoever, for any and all access to the Site or use of the Services by persons using your Member ID.  Please notify us immediately if you become aware that your Member ID is being used without authorization.

4. Sales Transactions

Terms of Sale:  As stated above, you must create a Personal Account with Enthusiast in order to purchase Products and/or Deals on the Site.  When you place an order for a Product or Deal on the Site, you are making an offer to purchase the Product or Deal you have selected on the terms and conditions stated herein and on the terms and conditions of the relevant Vendor’s offer.  The Vendors, and not Enthusiast, are the sellers of the Products or Deals offered on the Site, and are solely responsible for redeeming any Product you purchase.  However, all Products and/or Deals are subject to the terms and conditions of Enthusiast (including this Agreement) and the participating Vendors (including the terms and conditions of the relevant offer).  You should retain a copy of the terms and conditions of each specific offer in which you participate for your records.

Enthusiast’s sole role is to provide the Services in order for you (and the other Members) to purchase Products offered by the Vendors, and to process the Sales Transactions.  Enthusiast does not control the Vendors or their employees, representatives or agents.  The Vendors are solely responsible for the fulfillment of your orders, the shipping of your order (where applicable) and for the processing of any returns and/or refunds, in each case in accordance with the terms and conditions of the sale terms for the Product or Deal.  As a holder and issuer of Products and/or Deals, the Vendors shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities, costs and expenses suffered by or incurred by the Members, caused in whole or in part, by the Products and/or the Vendors, as well as for any unclaimed property liability or loss of value arising from unredeemed Deals or portions thereof.  

You hereby waive with respect to Enthusiast, its affiliates, and their respective officers, directors, employees, representatives and agents, and release Enthusiast, its affiliates, and their respective officers, directors, employees, representatives and agents from, any and all damages, claims, liabilities, costs, expenses, injuries and illnesses arising from or related to any act or omission of the Vendors or their employees, representatives or agents in connection with the Products and/or Deals provided in connection therewith and/or relating to compliance with applicable unclaimed property and other applicable laws relating to the redemption of Deals or any portion thereof. The applicability and compliance with any relevant statute or code in connection with the Products and/or Deals, the provision of Products and/or Deals in connection therewith, and the redemption thereof (in whole or in part) is solely determined and monitored by the Vendor, and Enthusiast has no role in such determination or action on the part of the Vendor.  Enthusiast, its affiliates, and their respective officers, directors, employees, representatives and agents shall have no liability or obligation with respect to any such determinations or actions.

b)   Acceptance of Offers/Purchases:  By submitting your order to purchase a Product or Deal on the Site, you agree to be bound by all corresponding terms and conditions of this Agreement and the relevant offer, including your obligation to remit full payment of the purchase price for such Product or Deal, and authorize Enthusiast and its affiliates to collect and process such payment, including by making a charge against the credit card, debit card or other payment source designated by you in submitting your purchase request.  You also represent and warrant that you have full authority and authorization to use whichever payment source you submit on the Site in submitting an order to purchase a Product or Deal.  Enthusiast or a Vendor may decline or deny your purchase request or acceptance of an Offer for any reason or no reason in its sole discretion, with or without notice and without any liability or obligation to you.

c)   Redemption of Deals: Refunds, redemptions and/or credits will be paid to you only to the extent required by applicable law or to the extent permitted by the relevant Vendor.  Enthusiast shall have no liability or responsibility with respect to any of the foregoing.  According to applicable law, the Vendor may be responsible for allowing you to redeem your Deal for the cash value based on the money you actually paid for it, for a period of time that extends beyond the expiration date on the Deal.  While the expiration date on the Deal dictates the last date that you can redeem your Deal from a Vendor as provided by the promotional program stated on the Site, applicable law may provide that the Vendor is responsible for honoring the cash value that you paid for your Deal for a period of time beyond the expiration date stated on the Deal.  In such case, you should be allowed to redeem the cash value of your Deal up until the greater of:  (i) the Deal’s expiration date; or (ii) the minimum length of time allowed by applicable law for a Deal to expire.  In the event that you have an expired Deal and would like to redeem it for the amount you are entitled to by applicable law, please contact the Vendor directly.  You acknowledge and agree that any dispute as to the redemption value of a Deal is between you and Vendor and that Enthusiast shall have no liability in connection with any of the foregoing.

5. Rules Regarding Information and Other Content

When you use the Site, you can contribute and obtain access to various kinds of information and materials, all of which we call “Content.”  Content also includes information and materials posted to the Site by you such as text, images, audio, video, location data, and all other forms of data or communication.  You agree not to revise or obscure Content posted by others (including advertising and promotions authorized by Enthusiast), and you agree not to post or use any Content in any manner that:

• infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
• violates the privacy, publicity, or other rights of third parties;
• is unlawful, defamatory, discriminatory, libelous, pornographic, obscene, abusive, threatening, harassing, hateful, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, as determined by Enthusiast in its sole discretion;
• is false or inaccurate; or
• could damage our company, parent company, sister companies, affiliates, advertisers, or other parties.

Though we strive to enforce these rules with all of our members, you may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive.  You may use the Site and Services at your own risk.  We may, but are not obligated to, terminate Personal Accounts and/or remove Content from the Site if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending member(s).  We take no responsibility for your exposure to Content on the Site whether it violates our content policies or not.

6. Conditional Use of Our Website and Services

Your permission to use the Site is conditioned upon your agreement that you:

• are 18 years of age or older;
• will comply with this Agreement;
• will not copy or distribute any part of the Site in any medium without Enthusiast’s prior written  authorization;
• will provide accurate information when creating a Personal Account or registering for our   Services;
• are solely responsible for your Member ID and the activity that occurs while signed in to    or while using the Site using your Member ID;
• will not use the Site to collect any personally identifiable information, including      account names, email addresses, or other such information, for commercial purposes;
• will not use the communication systems provided by or contacts made on the Site for         any commercial purposes;
• represent that you own or have the necessary licenses, rights, permissions, and consents      to use and authorize Enthusiast to use any and all Content submitted by you to the       Site in accordance with the licenses granted in this Agreement;
• hereby grant each Enthusiast member or user of the Site a non-exclusive license to   access the Content you submit through the Site and to use, reproduce, distribute, prepare      derivative works of, display and perform such Content as permitted through the Site’s functionality and under this Agreement;
• will not submit Content that is copyrighted or subject to third party proprietary rights,        including rights of publicity, data privacy and trade secrets, unless you are the owner of            such rights or have the appropriate permission from their rightful owner to specifically    submit such Content to the Site; and
• hereby affirm we have the right to determine whether any of your Content submissions      are appropriate and comply with this Agreement, remove any and/or all of your   submissions, and terminate your account with or without prior notice.

• are solely responsible for your Content submissions, including discussion posts, profile information and links, pictures, and other such Content;

7. Non-Confidentiality, Security and Privacy

You understand that much of the information that you submit to us is submitted precisely for the purpose of disclosure in a variety of ways by Enthusiast, and therefore such information is not subject to any confidentiality obligation.  Other information, such as personal address information and credit card information provided in connection with your completion of Sales Transactions is maintained with appropriate privacy and security protections.  Any communications between you and Enthusiast, such as email or other correspondence, in which you offer suggestions or comments for improving or modifying our Services will be deemed by us to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.

Our Privacy Policy explains how we collect, use and disclose information that pertains to your privacy.  The Privacy Policy forms part of our agreement with you and is incorporated in this Agreement by reference.  For full details, please refer to our Privacy Policy located at http://www.carguynation.com/privacypolicy.

8. General Rules of Member Conduct

It is our goal to make the use of our Site and Services a good experience for all of our Members, so you agree not to do any of the following:

• conduct or promote any illegal activities while using the Site or Services;
• upload, distribute or print anything that may be harmful to minors;
• attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
• take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Enthusiast’s technology infrastructure or otherwise make excessive traffic demands of the Service;
• attempt to gain access to secured portions of the Site or Services to which you do not possess access rights;
• upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
• use the Site or Services to generate unsolicited email advertisements or spam;
• use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services; or
• impersonate another member.

9. Risk of Loss

 Enthusiast’s sole role is facilitating the promotion and processing of Sales Transaction on the Site. Because Enthusiast is neither a party (or in any respect involved in the actual sales transaction between vendors and members) nor the agent of and has no authority for either for any purpose, Enthusiast is not responsible for the items and does not bear the risk of loss.  

10. Product Descriptions and Prices

 Enthusiast attempts to be as accurate as possible in displaying the Products and/or Deals and their respective price and descriptions, but does not warrant that Product and/or Deal descriptions and prices is accurate, complete, reliable, current and error-free.  Despite our best efforts, a small number of items may be mispriced.  We only confirm a price when you place your order.  If an item is mispriced, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation by sending you an e-mail to the e-mail address that is registered with you’re a Personal Account.

11. Links to Third Party Websites/Third Party Content

We do not have control over third party websites that our Site may link to.  For example, the Site may contain links to third party websites that are not owned, operated, or controlled by Enthusiast.  We, therefore, cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies that own them.  Additionally, we cannot and will not censor or edit the content of any third party website.  By using the Site you expressly relieve us from any and all liability arising from your use of any third party Site or reliance on any content or other information available on any third party website.

Third party content may appear or be accessible through website links on or from this Site.  We shall not be responsible for and assume no liability for any mistakes, errors, inaccuracies, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions or other representations in any such third party content appearing on or accessible from the Site.  You acknowledge and agree that the information, views and opinions expressed in the third party content represent solely the thoughts of the author and are neither endorsed by nor do they reflect the belief of Enthusiast.  It is your responsibility to evaluate, assess and bear the risk associated with the use or reliance of any such content.  Any and all references to any product, recording, event, process, publication, service or offering of any third party by name, trade name, trademark or otherwise does not necessarily constitute or imply the endorsement or recommendation of such by Enthusiast.

12. Termination

We may change or discontinue the Site or any of the Services at any time without prior notice.  We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set forth herein.  In the event of any termination, we will have the right to terminate your account and you will immediately cease access to the Site and Services.

13. Disclaimer of Warranty

THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS AND “AS AVAILABLE” BASIS.  ENTHUSIAST EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  ENTHUSIAST DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS, INACCURACIES, MISTAKES OR OMISSIONS IN OR FROM THIS SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THIS SITE OR ANY PORTION THEREOF, (D) YOUR USE OF ANY PRODUCT OR DEAL ADVERTISED OR SOLD ON THE SITE, (E) YOUR USE OF THIS SITE OR THE CONTENT, (F) ANY MEMBER CONTENT AND (G) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS SITE OR THE CONTENT.

WHERE ANY JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET FORTH ABOVE IN A PARTICULAR CIRCUMSTANCE, THEN ENTHUSIAST SHALL BE ENTITLED TO THE BENEFIT OF SUCH DISCLAIMERS AND LIMITATIONS TO THE EXTENT PERMITTED BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE.

14. Limitations of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ENTHUSIAST IS TO DISCONTINUE YOUR USE OF THE SITE.  ENTHUSIAST SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE, YOUR USE OF ANY PRODUCT OR DEAL ADVERTISED OR SOLD ON THE SITE AND/OR THE CONTENT, INCLUDING ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR ITS CONTENT.  TO THE EXTENT THIS LIMITATION ON LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, ENTHUSIAST’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL NOT EXCEED THE AMOUNT PAID BY YOU DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR FIVE HUNDRED DOLLARS, WHICHEVER IS LESS.

THE LIMITATIONS SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ENTHUSIAST.  ENTHUSIAST WOULD NOT BE ABLE TO PROVIDE YOU WITH SERVICES WITHOUT SUCH LIMITATIONS.

15. Indemnity

You agree to defend, indemnify and hold harmless Enthusiast from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from:  (i) your use of and access to the Site; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property or privacy right; or (iv) any claim that any Content submitted by you causes damage to a third party.  This defense and indemnification obligation will survive this Agreement and your use of the Site.

16. Reservation of Rights and Release

Enthusiast reserves the right, but has no obligation, to monitor, or take any action Enthusiast deems appropriate regarding disputes that you may have with other Members or any Vendors.  To the extent the law permits, you release us from any claims or liability related to any Content posted on the Site, your use of any Product or Deal advertised or sold on the Site and from any claims related to the conduct of any other Members or any Vendors.  You hereby waive California Civil Code Section 1542 (if you are a California resident), and any similar provision in any other jurisdiction (if you are a resident of such jurisdiction), which states:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

17. Third Party Rights

The provisions of this Agreement (e.g., Section 13 (Disclaimer of Warranty), Section 14 (Limitations of Liability) and Section 15 (Indemnity)) are for the benefit of Enthusiast and its affiliates, officers, directors, employees, agents, representatives, vendors, licensors, licensees, suppliers, and any third party information providers to the Site.  Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on his, her or its own behalf.

18. Intellectual Property

You acknowledge and agree that we and/or our licensors retain ownership of all intellectual property rights of any kind related to the Site and Services, including applicable copyrights, patents, trade secrets, trademarks and other proprietary rights.  We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement, except for the limited right to use the Site and Services in accordance with this Agreement.  Other product and Enthusiast names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners.  We reserve all rights that are not expressly granted to you in this Agreement.

The content and other information on the Site, excluding all intellectual property of other websites, the content of our Vendors and Content posted by our Members, is owned by Enthusiast.  This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein (collectively, “Marks”).  The Marks are owned or licensed to Enthusiast, subject to trademark and other intellectual property rights under United States law, the law of the jurisdiction where you reside, and international conventions.  Content provided by Enthusiast is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.  We reserve all rights not expressly granted in and to the Site and Services.

As between you and us, you retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that you post to the Site.  You grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, translate, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale, otherwise commercially exploit and exercise any and all such rights, under any and all of your intellectual property rights related to the Content in any manner we choose, and you represent and warrant that, if you are not the owner of such Content, that the owner of such Content has expressly granted you the right to grant the foregoing license to the Content.  You acknowledge and agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us.  If you have any rights to the Content that cannot be licensed to us (such as moral rights in some countries), you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us or related to our customers and partners anywhere in the world, with respect to such rights.

19.       Copyright Notice

We respect the intellectual property of others, and we ask you to do the same.  If you are a copyright owner or an owner’s agent and find Content that infringes upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act. To do so, please provide our Copyright Agent with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing:  (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (iv) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  Enthusiast’s designated Copyright agent to receive notifications of claimed infringement can be reached at pitcrew  (at) carguynation dot om.  You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

20. No Class Actions

EVEN IF APPLICABLE LAW PERMITS CLASS ACTIONS OR CLASS ARBITRATIONS, WE AND YOU EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

21. Electronic Communications

The communications between you and Enthusiast use electronic means, whether you visit the Site or send us emails, or whether Enthusiast posts notices on the Site or communicates with you via email.  For contractual purposes, you (i) consent to receive communications from Enthusiast in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Enthusiast provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.  The foregoing does not affect your non-waivable rights.

22. Entire Agreement, Changes to this Agreement and Waivers

This Agreement, together with the Privacy Policy and any other legal notices published by Enthusiast on the Site, shall constitute the entire agreement between you and Enthusiast concerning the Site.  We may change the terms of this Agreement from time to time on a going-forward basis, and any such modifications become effective immediately upon being posted to the Site.  It is your sole responsibility to check the Site from time to time to view any such changes in the Agreement.  If you do not agree to any changes, if and when such changes may be made to the Agreement, you must cease use of the Site and Services.  Your use of the Site and Services after any modifications to the Agreement indicates that you agree to such modified Agreement.  Any changes to this Agreement (other than as set forth in this paragraph) or waiver of Enthusiast’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of Enthusiast.  No purported waiver or modification of this Agreement by Enthusiast via telephonic or email communications shall be valid.

23. Contracting Party/Choice of Law/Location for Resolving Disputes

This Agreement is between you and Enthusiast.  Communications may be directed to: Car Guy Nation Pit Crew, Enthusiast Nation Corp, 690 North Broadway, Suite 205, North White Plains, NY 10603; pitcrew (at) carguynation dot com. The laws of the State of New York govern the interpretation of this Agreement and any disputes arising in connection with it, regardless of conflict of laws principles.  Any claim or dispute between you and Enthusiast that arises out of or relates to this Agreement shall be decided exclusively by a court of competent jurisdiction located in the State of New York.

24. General Terms

You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency.  There are no third-party beneficiaries of this Agreement. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid.  Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect.  Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision.  Our rights under this Agreement will survive any termination of this Agreement.

YOU AND ENTHUSIAST AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ENTHUSIAST MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

You represent that you are legally able to accept this Agreement.  You affirm that you are either more than 18 years of age, or an emancipated minor, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.  And as stated in the Conditional Use of Our Site and Service, above, you affirm that you are, in any case, 18 years of age or older.  If you are not, you must please cease use of Enthusiast.

Effective Date:  August 10, 2011