CBM TRADING, INC TERMS OF USE
BY ACCESSING ANY OF THE CBM TRADING WEB SITES AND SUBSITES, YOU AND YOUR ORGANIZATION (“YOU” or “YOUR”) AGREE TO THESE TERMS OF USE (“Terms of Use”) OF THIS SERVICE (DEFINED BELOW), AS AMENDED FROM TIME TO TIME. EACH TIME YOU ACCESS THIS SERVICE, YOU RECONFIRM YOUR AGREEMENT. IF, AT ANY TIME, THESE TERMS OF USE BECOME UNACCEPTABLE TO YOU, YOU MUST CEASE USE OF THIS SERVICE AND PROMPTLY NOTIFY CBM TRADING, INC. (“CBM”) THAT THESE TERMS OF USE ARE NO LONGER ACCEPTABLE. CBM WILL THEN CANCEL YOUR ID AND PASSWORD, AND YOU WILL NO LONGER HAVE ACCESS TO THIS SERVICE.
1. THE SERVICE.
A. CBM will maintain an extranet site network accessible via the Internet (the “Service”), which will be accessible with a valid user identification (“ID”) and password (the “Password”) issued by CBM. CBM makes no guarantees as to the continuous availability of the Service or any specific feature of the Service. The Service is provided free of charge as a courtesy to our customers, clients, agents, employees and other authorized parties. CBM may, without advance notice or liability, add, discontinue, or revise any aspect of the Service, including without limitation, aspects of scope of the Service, availability of the Service, and/or software or hardware required for You to access and use the Service. Information found on the Service may not be up-to-date and is subject to change.
B. Your access to the different modules of the Service will be consistent with your business relationship with CBM. You may use the Service only for the purposes specifically authorized by CBM, which may or may not include, obtaining information about CBM and its products, pricing and ordering products, accessing remote technical support and service history, downloading marketing collateral, accessing Your order inquiry status and/or obtaining notices and communications intended for You from CBM. You may not modify or otherwise adulterate the Service, and may enter data only where specified for such purpose. All information on the Service is confidential to CBM, and You agree to maintain such confidentiality.
2. ACCESS TO THE SERVICE AND LINKS TO OTHER SITES.
A. You will be responsible for maintaining the confidentiality of Your Password and will be responsible for all activities and charges resulting from their use, including unauthorized use. CBM may cancel, alter or replace any ID or Password in its sole discretion at any time.
B. You may change Your Password by accessing the Service with the existing Password and following the instructions to change the Password found on the “Change Password” Section of the home page.
C. As a courtesy, this Service may contain links to other CBM websites and extranets to which You may have access (“CBM Sites”). The CBM Sites maintain their own unique terms and conditions and The Terms of Use for this Service in no way modify, alter or supercede the terms and conditions of the CBM Sites and you will be bound by such terms and condition if you access the CBM Sites.
D. This Service may contain links to other Internet sites on the World Wide Web, which may not be maintained or controlled by CBM. CBM provides such links for your convenience only, and is not responsible for the content of any site linked to or from this Service. Links from this Site to any other site do not mean that CBM approves, or endorses or recommends that site. CBM disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other site. Viewing of all other sites is at Your own risk.
3. USE OF THE SERVICE.
A. You agree that these Terms of Use in no way modify the terms and conditions of any existing agreement governing Your relationship with CBM (collectively, the “CBM Agreement”) and other guidelines governing Your business with CBM. Therefore, all material terms and conditions of the CBM Agreement and other guidelines governing Your business with CBM, including but not limited to, submission of purchase orders, ordering policies, pricing, credit, use of trademarks and confidentiality, remain in full force and effect without modification. Any additional or different terms or conditions introduced by You are hereby deemed to be material alterations, and notice of objection to them and rejection of them is hereby given.
B. CBM may accept orders placed through the Service by electronic mail confirmations, in addition to any manner set forth in the CBM Agreement, guidelines governing Your business with CBM or as otherwise specified by CBM. Any accepted orders placed using the Service will be shipped and billed to the addresses listed in Your CBM Agreement on file with CBM. Items purchased through the Service may be made with Your existing CBM credit line. Please refer to ordering screens for further information and policies concerning placing orders through the Service.
C. You agree to not permit any unauthorized use of the Service. You agree to exercise reasonable security measures in Your use of the Service. You are responsible for maintaining the confidentiality and security of all ID’s and Passwords issued to You and controlling access to the Service. You, through Your authorized administrator, and not CBM, are responsible for modifying Passwords and for requesting elimination of Passwords. Any changes in users of the Service from Your company are to be immediately sent via electronic mail, or other method as directed by CBM in Your CBM Web Site Application or User Registration Form, submitted by Your authorized administrator. CBM may cancel, alter or replace any authorized user, ID or Password in its sole discretion at any time.
D. You are responsible for providing and maintaining all equipment and software necessary to access the Service, including a secure email account. Equipment and software requirements for the Service may change without notice.
E. You agree to run anti-virus software before transmitting data to or through the Service. You may use any commercially available, industry recognized anti-virus software of the type that detects and disinfects viruses automatically without the need for You to execute virus scanning for each file manually. You must update Your anti-virus software on a regular basis and in no event less often than once each quarter.
F. You will not, nor will you permit others to, use the Service in any way that violates any law or regulation, subjects CBM to liability, or controverts any of these Terms of Use or of any use policy that CBM may publish from time to time.
G. You agree and warrant that all information obtained through use of the Service (collectively, the “Confidential Information”) will be kept in strictest confidence and will not be disclosed, nor copies of any written materials relating to the Confidential Information provided, to any other person, firm or entity, except to the extent that disclosure may be required by law. If the disclosure of Confidential Information is required by law, You agree to give CBM reasonable notice prior to disclosure so that CBM has an opportunity to obtain a protective order. You further agree that You will not use the Confidential Information for Your own benefit or for the benefit of any other firm or business with which it may be associated. The term Confidential Information does not include any information that (i) was lawfully in Your possession prior to any disclosure by CBM or (ii) is or becomes generally available to the public other than as a result of disclosure in violation of these Terms of Use.
4. DOWNLOADING OF ARTWORK.
A. This Section 4 (“Downloading of Artwork”) applies only if you have been provided with a Password that allows You to access and download certain marketing collateral located on, or through, the Service. CBM hereby grants You a non-exclusive, royalty-free, revocable license for the term of Your CBM Agreement, or as otherwise set forth on the applicable download page, to copy and publish the marketing and promotional materials available on this Site for download (“Artwork”) in print and electronic catalogs and advertisements, provided that (i) You may not alter the Artwork including without limitation changing the colors or modifying the relative proportions of the Artwork, (ii) You must include any credits or copyright notices that accompany the Artwork, and (iii) You may only use the Artwork to promote the specific products identified therein and not to promote You generally or the products of any other vendor.
B. Any use of the Artwork is further subject to the terms and conditions of the applicable download page, Your CBM Agreement, any applicable Co-op Advertising Program, the guidelines governing business with CBM or as otherwise specified by CBM.
5. NOTICES.
A. Once a Password is issued to You, any notice or communication, whether required or not, to be given to You by CBM under these Terms of Use, under the CBM Agreement or otherwise, may be given by posting such notice or communication on the Service. All notices or other communications posted on the Service shall be deemed effective on the first business day following the date of posting. CBM may provide notices or communications via electronic mail, mail or facsimile, in addition to or in place of posting on the Service.
B. Maintaining a valid and secure electronic mail address is mandatory for each User. Notices or communications by electronic mail will be sent to You at the locations listed in the User Profile submitted by Your administrator, and for ISG resellers only, confirmed by telephone to the contact specified in the HELP/FAQ Section of the Web Site. Changes are not effective until accepted and confirmed by CBM. Access rights are assigned by Your administrator and may not be modified by individual users. Any changes to User Profiles must be submitted through Your administrator.
6. NO WARRANTIES BY CBM.
A. YOU ASSUME FULL RESPONSIBLITY AND RISK FOR USE OF THE SERVICE AND THE INTERNET. THE SERVICE IS PROVIDED WITH ALL FAULTS ON AN “AS IS” AND “AS AVAILABLE” BASIS. CBM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE VIA THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO YOUR OPERATIONS WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS, OR MALFUNCTIONS OF THE SERVICE AND ASSUME THE RISK OF SUCH OCCURRENCES. OTHER THAN AS EXPRESSLY SET FORTH IN THE DEALER AGREEMENT OR WITH SPECIFIC PRODUCT WARRANTIES, CBM MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICE OR ANY SERVICES OFFERED ON THE SERVICE. CBM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF ACCURACY OF FACTUAL INFORMATION ON THE SERVICE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO SATISFACTORY PERFORMANCE, QUALITY, ACCURACY AND EFFORT IS WITH YOU.
B. UNDER NO CIRCUMSTANCES WILL CBM, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM ANY: USE OF YOUR ID AND PASSWORDS, THE SERVICE OR YOUR INABILITY TO USE THE SERVICE; ACCESS OF THE INTERNET OR ANY PART THEREOF; OR, YOUR RELIANCE ON OR USE OF INFORMATION OR SERVICES PROVIDED ON OR THROUGH THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE.
C. INFORMATION ON THIS SERVICE REGARDING CBM PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE AND SPECIFICATION IS SUBJECT TO CHANGE WITHOUT NOTICE. SUCH INFORMATION SHALL NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY CBM WITH RESPECT TO ANY PRODUCT OR SERVICE AND CBM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, SUITABILITY FOR ANY PURPOSE, OR COMPLETENESS THEREOF.
7. INDEMNITY.
You agree to defend, indemnify and hold CBM, its parent, subsidiaries, affiliates, and their officers, directors, agents and employees, harmless from any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to or arising from: any violation of the terms of use of this Service by those who access the Service using Your User ID'(s) and Password(s); AND, the use of the Service or the Internet and the placement or transmission of any message, information, software or other materials on the Internet by You or those who have access to the Service through use of Your User ID'(s) and Passwords(s).
8. EFFECTIVE DATE.
The terms of use of this Service become effective upon the date of CBM’s acceptance of Your CBM Network Access Web Site Application, if applicable, or Your initial access into the Service, whichever occurs first.
9. TERMINATION.
A. CBM may terminate access to the Service at any time without cause; or upon Your request.
B. The provisions of these terms of use which by their nature extend beyond termination will survive termination.
10. OWNERSHIP.
A. All rights, including but not limited to copyrights and trade secret rights, to the Service belong to CBM. All materials on the Site, including but not limited to images, software, audio, text and video clips (the “Content”), are protected by copyright under U.S. copyright law, international conventions and other copyright laws. All Content is owned or licensed by CBM. You cannot use the Content, except as specified herein. Any unauthorized use of the Content may violate, without limitation, copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Except as specifically set forth herein, any use of the Content on any other web site or networked computer environment for any purpose is prohibited.
B. All trademarks, trade names, product names, service marks and all other non-CBM marks are the property of their respective owners.
C. Except as otherwise set forth below, nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of CBM or such third party that may own other trademarks displayed on the Site.
11. MISCELLANEOUS PROVISIONS.
A. These Terms of Use and Your access and use of the Service, will be governed by and construed in accordance with the laws of the State of Florida, irrespective of its choice of law principles, and the parties agree that it is executed and delivered in that state. In the event any legal action becomes necessary to enforce or interpret the terms of use of this Service, You submit to the personal jurisdiction of the federal and state courts having jurisdiction for the State of Florida.
B. Failure to require the performance of any term or condition of this Service or the waiver of any breach, will not prevent subsequent enforcement of such term nor be deemed a waiver of any subsequent breach of that or any other terms of use of this Service.
C. You shall not have the right or power to assign Your Passwords or any of Your rights or obligations set forth herein, without CBM’s prior written consent. Any such assignment without CBM’s prior written consent will be null and void.
D. The terms of use of this Service will be binding upon the parties, their affiliates, agents, successors and assigns.
E. CBM reserves the right to alter, amend or modify the terms of use of this Service at any time upon notice to You.
F. Section headings are inserted for convenience only and are not a part of this Agreement.
G. If any provision of these Terms of Use or the application of any provision is held invalid, the remainder of these Terms of Use and the application of the provision other than to the extent it is held invalid, will not be invalidated or affected.
H. These Term of Use are the complete and exclusive statement of agreement between You and CBM concerning the subject matter hereof and supersedes all prior agreements, verbal or written and any other communications between the parties relating to the subject matter hereof. No amendment to this agreement will be effective unless signed by an authorized representative of CBM.
Privacy Statement
We understand that many people are concerned about the way companies transfer and store their personal information on the Internet. As our customer, or as a visitor on our site, we respect your privacy. While on our site, we may collect certain information about you and your visit. To place an order or create an account with us, you will be asked to provide your name, address, and other information pertinent to your order. This information is used strictly to process your order and manage your account, and will not be shared with any other party except if required by law. During your visit, we may also place a temporary “cookie” (a small piece of information) on your computer. This cookie allows a smooth shopping experience using our online cart, and is designed to be removed as soon as you close your browser. We also collect general traffic information about visits on our site. This information is grouped together and does not contain data about you personally. We do this to gain a better understanding of the needs of our visitors and to improve our services.