ONLINE ACCOUNT SERVICES AGREEMENT
PLEASE READ THESE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY.
THIS AGREEMENT GOVERNS THE USE OF YOUR ONLINE ACCOUNT.
ANY ACCESS TO, OR USE OF, TUBELITE'S ONLINE ACCOUNT SERVICE WEB SITE, INCLUDING AND ANY OF THE SERVICES OR ELECTRONIC INFORMATION ON THE WEB SITE (COLLECTIVELY OR INDIVIDUALLY, THE "SITE") IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS AMENDED BY TUBELITE IN ITS SOLE DISCRETION FROM TIME TO TIME (THE "AGREEMENT"). USE OF THE SITE BY ANYONE NOT AUTHORIZED BY TUBELITE IS STRICTLY PROHIBITED. BY ACCESSING AND/OR USING THE SITE, YOU (THE "CLIENT") AGREE TO BE BOUND BY THE AGREEMENT.
The Client and Tubelite agree as follows:
1. USE OF SITE.
1.1 License; No Agreement with Minors . Tubelite grants to Client, and Client accepts from Tubelite, a revocable, non-exclusive and non-transferable license to access and use the Site solely for Clients internal business use. Client shall not sublicense, copy or otherwise use the Site to redistribute, remarket or otherwise transfer any of the information on the Site to third parties. Tubelite reserves all rights to the Site. Use of this Site by any persons under the age of 18 is strictly prohibited.
1.2 Terms & Conditions . The Terms and Conditions of Sale, as printed in the then current Tubelite's Price Book, and amended from time to time at Tubelite's sole discretion, are incorporated into this Agreement by reference and shall control with respect to the sale of any Tubelite Products.
1.3 Passwords ; Client Use Only. Upon Client's acceptance of this Agreement, Tubelite will activate Client's account on the Site. Client shall be responsible for keeping its ID name and password confidential and shall be responsible for any unauthorized use of its account by Client's employees, representatives or any third parties. Client shall not transfer, sublicense or otherwise disclose its ID name or password to any third party. Only authorized employees of Client shall have access to, and use of, the Site. Any distribution by Client of Client's ID name and password may result in termination of this Agreement, cancellation of Client's right to use the Site, and additional charges for unauthorized use. All purchases and transactions conducted under Client's ID name and password shall be deemed to be authorized and approved by Client. Client agrees to (a) immediately notify Tubelite of any unauthorized use of its password or account or any other breach of security, and (b) ensure that Client exits from its account at the end of each session. Tubelite shall not be liable for any loss or damage arising from Client's failure to comply with this Agreement.
1.4 Internal Business Use Only; Copyright . Unless otherwise specified, the Site is for Client's internal business use only. All rights in the Site design, text and graphics, content and the selection and arrangement of such elements is owned by Tubelite protected by worldwide copyright laws and treaty provisions. The Site and its contents may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Tubelite's prior written permission. Tubelite reserves all remedies available under applicable laws. Except as expressly provided herein, Tubelite does not grant any express or implied right or license to Client under any patents, copyrights, trademarks or trade secret information.
1.5 Links to Other Materials . Linked sites are not under the control of Tubelite. Tubelite is not responsible for the content of any linked site or any link contained in a linked site. Tubelite reserves the right to terminate any link or linking program at any time.1.6 Territory. The Site is a business and commercial web site service for use by Tubelite's Clients in the U.S. and Canada (the 'Territory'). Any use of this Site outside the Territory is prohibited and any transaction conducted outside the Territory shall be null and void, and at Client's sole risk .
1.6 Trademarks. Unless otherwise stated on the Site, all trademarks and service marks or logos displayed on the Site are owned by, and subject to the rights of, Tubelite. The absence of a product or service name or logo from this list does not constitute a waiver by Tubelite of any trademark or other intellectual property rights.
2. TERM AND TERMINATION.
2.1 Term. This Agreement shall remain in effect until terminated by either Tubelite or Client. Client may terminate this Agreement at any time upon written notice to Tubelite. Tubelite may terminate this Agreement in its sole discretion at any time for any reason, and may do so immediately without notice, and accordingly deny Client access to the Site.
3. GENERAL TERMS.
3.1 Modification . Tubelite reserves the right at any time and at its sole discretion to change the terms, conditions, and notices under which the Site is offered, including but not limited to the charges associated with the use of the Site. Tubelite may revise the Terms at any time by updating this posting. Client should visit this page from time to time to review the then-current Terms because they are binding on Client. Certain provisions of the Terms may be superseded by expressly designated legal notices given to the Client or terms located on particular pages at the Site. Tubelite also reserves the right at any time and at its sole discretion to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. Client agrees that Tubelite shall not be liable to Client or to any third party for any modification, suspension or discontinuance of the Site.
3.2 Assignment . Client may not assign any rights in nor delegate any obligations under this Agreement or any portion thereof without the written consent of Tubelite. Any attempt to do so shall be deemed a breach of this Agreement and null and void.
3.3 Jurisdiction; Venue . This Agreement between Tubelite and Client shall be considered to have been made in the State of Michigan , and it shall be governed by and construed according to Michigan law. Any action arising out of, or relating to, this Agreement shall be brought in any federal or state court in Grand Rapids , Michigan
4. DISCLAIMER OF WARRANTIES.
4.1 No Warranties .
THIS SITE IS PROVIDED TO CLIENT "AS IS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND AS TO ITS USE OR CONTENTS.TUBELITE MAKES NO REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OR ANY KIND WITH REGARD TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE SITE, AND LACK OF NEGLIGENCE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE SITE REMAINS WITH CLIENT.
5. LIMITATION OF LIABILITY AND REMEDIES.
5.1 Exclusion . IN NO EVENT SHALL TUBELITE BE LIABLE FOR ANY DAMAGES, COSTS OR EXPENSES OF ANY KIND RELATED TO CLIENT'S USE OF THE SITE, INCLUDING WITHOUT LIMITATION ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, NEGLIGENCE OR ANY OTHER PECUNIARY OR OTHER LOSS ARISING OUT OF IN ANY WAY RELATED TO THE USE OF, OR CLIENT'S INABILITY TO USE, THE SITE, EVEN IF TUBELITE KNEW OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES.
5.2 Indemnification . Client agrees to defend, indemnify and hold Tubelite harmless from and against any and all claims, liabilities, damages, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including attorney's fees), which Tubelite may hereafter incur or become responsible for or pay out arising out of Client's use of the Site or breach of any term or provision of this Agreement.
5.3 Entire Agreement . This Agreement shall be effective upon electronic or written signature by Client. This Agreement, and the documents incorporated herein, constitutes the entire agreement and understanding between Tubelite and Client with respect to the subject matter of this Agreement. This Agreement supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement.
CLIENT ACKNOWLEDGES THAT IT HAS READ THE TERMS OF THIS ONLINE ACCOUNT SERVICES AGREEMENT, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM.