RIDGIDConnect.com SUBSCRIBER AGREEMENT

THIS RIDGIDConnect.com SUBSCRIBER AGREEMENT (the “Agreement”) is entered into by and between the subscriber registered above (“Subscriber”), and RIDGID ONLINE, INC. (“Provider”) as of the Effective Date (as defined herein).

BY CLICKING THE APPROPRIATE BUTTON IN PROVIDER’S ONLINE REGISTRATION FORM, SUBSCRIBER HEREBY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE EFFECTIVE DATE.

  1. Features.
    1. RIDGIDConnect Features. The RIDGIDConnect.com website (the “Website”) made available to Subscriber in accordance with the terms hereof, means and includes, without limitation, all source code, object code and other underlying technology owned by or licensed to Provider that is embedded, utilized in or otherwise comprising any part of the RIDGIDConnect.com site, the Website Content (as hereinafter defined) set forth thereon, the look, feel, format, layout, methods, designs, structures, presentation and the functions and functionality of all pages contained on the RIDGIDConnect.com website, and all copyrights, trademarks and all other intellectual property rights worldwide arising thereof. Various subscriber levels (“Subscriber Levels”) are offered through the Website with each such Subscriber Level offering a unique package of features that are available to subscribers under that Subscriber Level. The features, data, designs, photos, images, text and all other such content that is provided by Provider as part of the Website and intended for use by Subscriber within the terms of the license hereof (collectively, “Website Content”) is made available to Subscriber in accordance with the Subscriber Levels and the corresponding fees set forth in the most current Subscriber Fee Schedule. While using the Website, Subscriber may post or upload to the Website certain pictures, images, videos, reports, illustrations, icons, articles, audio clips and other materials owned by Subscriber or licensed to Subscriber by a customer or other third party, each of whom has provided Subscriber with written authorization to use, upload and transmit such materials through the Website, (collectively, “Subscriber Materials”) relating to various projects previously completed by Subscriber. Subscriber represents and warrants that Subscriber has received all consents, permissions, and rights from all third parties (including without limitation Subscriber’s customers and any property owners) that are necessary for Subscriber to rightfully post the Subscriber Materials on the Website.
    2. Changes to RIDGIDConnect Features. Provider may, from time to time in its sole discretion and without notice, change the Website Content or format of the Website or discontinue any aspect or feature of the Website. In addition, Provider may from time to time, in its sole discretion, change various features relating to Subscriber Levels, including without limitation the associated Charges (as defined in Section 7(a) hereof) for the Subscriber Levels. Provider may also from time to time, in its sole discretion, make available to Subscriber additional and/or updated Subscriber Levels (the “Additional Levels”), which may be subject to additional terms, conditions and fees. Written notice of changes to the Subscriber Levels and/or the availability of Additional Levels will be delivered to all Subscribers via the Website, by email or by such other means of notification as Provider may determine. Any changes shall become effective on the first day of the month following the month that notice of the change is provided to Subscriber. In the event Subscriber does not agree with any such change, Subscriber’s sole remedy shall be to terminate its subscription in accordance with Section 6(b) hereof. Subscriber’s continued use of the Website after the change becomes effective shall constitute Subscriber’s acceptance of such change. The revised Agreement shall supersede all previously executed Agreements, and Charges for the new Subscriber Level, if any, will be pro-rated accordingly.
    3. Termination of Subscription Levels. Provider may, from time to time and without notice, terminate certain features or Subscriber Levels that are no longer commercially available or viable. If Subscriber’s Subscriber Level or the primary features of such Subscriber Level are terminated, Subscriber shall have the right, at its option, to either (i) transfer its subscription to a currently available Subscriber Level (subject to the current costs and fees for such Subscriber Level) or (ii) terminate its subscription in accordance with Section 6(b) hereof.
  2. License.
    1. Grant. Subscriber is granted a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to (i) access and use the Website through an Internet connection to be provided and maintained by Subscriber; and (ii) use the Website Content solely for Subscriber’s internal business purposes which shall be limited to using the Website as a platform for sharing certain Subscriber Materials with various customers of Subscriber.
    2. Limitations. Subscriber may not copy, download, store, publish, transmit, transfer, sell or otherwise use the Website and/or the Website Content, or any portion thereof, in any form or by any means, except (i) as expressly permitted by this Agreement, (ii) with Provider’s prior written approval, or (iii) if not otherwise expressly prohibited by this Agreement or by any “Additional Terms” (as defined herein), as allowed under the fair use provision of the Copyright Act (17 U.S.C.A. § 107).
    3. Subscriber’s license to access and use certain Website Content and other Website features may be restricted in accordance with the Subscriber Level at which Subscriber has subscribed.
  3. Rights In Website Content. Unless otherwise noted (such as in Section 4 below), all right, title and interest in and to the Website and all derivative works, and all intellectual property rights arising therefrom are and will continue to be the exclusive and proprietary property of Provider. Subscriber shall not: (i) reverse engineer, decompile, disassemble, decrypt or otherwise attempt to discern the source code of the components of the Website, (ii) reconstruct, reproduce, or prepare derivative works from all or any portion of the components of the Website, (iii) assign, sub-license, lease, encumber or otherwise transfer or attempt to transfer the Website, the Website Content, or any portion thereof, (iv) permit any third party to use or have access to the Website or the Website Content, whether by timesharing, networking or any other means, (v) make any copies of the Website or the Website Content, or (vi) remove any copyright, trademark, patent or other proprietary notices from the Website, the Website Content, or any portion thereof. Subscriber recognizes and agrees that other subscribers to the Website will also upload and post content to the Website and that Subscriber shall have no right, title, or interest of any kind in or to any such content.
  4. Ownership of Subscriber Materials. Notwithstanding anything stated in this Agreement, all of Subscriber’s right, title and interest in and to the Subscriber Materials shall remain vested in Subscriber. Provider agrees not to use such Subscriber Materials for any purpose, except to the extent necessary to provide to Subscriber the services offered through the Website. Notwithstanding the foregoing, Subscriber agrees that Provider may: (i) compile statistical and performance information related to the use of the Website, and (ii) use portions of the Subscriber Materials that do not contain personally identifiable elements for purposes of creating reports (such as demographic reports) and in other marketing activities initiated by Provider.
  5. Term.
    1. Paid Subscription Terms. The “Effective Date” of this Agreement means the date on which a Subscriber’s paid subscription term (the “Term) commences. The subscription Term shall begin on the date Subscriber has successfully completed the registration process, has affirmed consent to the terms of this Agreement and the online Terms and Conditions of Use, and has provided a valid credit card for payment, immediately following which, Subscriber will be provided an access link to the Website. This Agreement shall continue in full force and effect, subject to Subscriber’s payment of all monthly Charges, until the subscription Term is terminated by either party as set forth in Section 6 hereof.
    2. Trial Subscription Terms. Provider may, in its sole and absolute discretion, offer free trial subscriptions by invitation only for a limited period of time (the “Trial Period”) as determined by Provider. In order to access and use the Website, each invitee must complete the full registration process per the instructions provided, and provide valid credit card information. The Trial Period will commence upon successful completion of the registration process and will continue for the duration noted in the invitation. During the Trial Period, the invitee will be deemed a Subscriber with the same rights to use the Website as a paid Subscriber, and such use will be subject to the terms of this Agreement and the Terms and Conditions of Use. Prior to the end of the Trial Period, Provider will notify the invitee via email of the pending expiration of the Trial Period, and the invitee will have the option of notifying Provider of its intention to allow the Trial Period to end, in which event the invitee’s access rights shall cease, or of continuing to receive uninterrupted access to the Website, in which event, the invitee’s credit card will be charged the applicable monthly Charges and the paid subscription Term will commence. If the invitee fails to notify Provider of its intent to cease use of the Website upon expiration of the Trial Period, such silence will be deemed an acceptance of Provider’s offer of a paid subscription Term and the invitee’s credit card will be charged. Upon the end of a Trial Period, the terms of Section 6(d) will apply with respect to any Subscriber Materials input by the invitee during the Trial Period.
  6. Termination.
    1. By Provider. Provider may terminate this Agreement immediately upon giving written notice of termination to Subscriber if: (i) Subscriber commits any default or breach of this Agreement; or (ii) Provider is unable to bill the Charges to the credit card account provided by Subscriber and Subscriber fails to provide an acceptable credit card to Provider within five (5) calendar days of being notified of such failure.
    2. By Subscriber. Subscriber may terminate this Agreement immediately upon giving written notice of termination to Provider in the event of (i) the institution by Provider of an amendment to the Agreement which contains Additional Terms (as defined herein in Section 19) that materially alter the terms of this Agreement and as a result materially and adversely impact Subscriber; or (ii) the termination of or material adverse change or a material cost increase to the Subscriber Levels (pursuant to Sections 1(b) or 1(c) hereof) to which Subscriber subscribes. This Agreement and the license granted hereunder shall immediately terminate upon receipt by Provider of such notice.
    3. By Either Party. Either Provider or Subscriber may terminate this Agreement at any time during the Term. Subscriber acknowledges and agrees that Provider may at any time in its sole discretion suspend or terminate Subscriber’s (or any of Subscriber’s customer’s) access to or use of the Website, or any portion thereof, with or without notice for any reason or no reason, unless otherwise prohibited by applicable law. In the event either party elects to terminate this Agreement pursuant to this Section 6(c), the terminating party shall give the other party written notice of such termination at least ten (10) days prior to the termination date. No Charges previously paid by Subscriber will be refunded upon termination.
    4. Effect of Termination. Subscriber shall, upon termination of this Agreement, immediately discontinue all use of and access to the Website. In addition, upon termination, all of Subscriber’s customers who were granted use and access to the Website shall also be required to discontinue use of and access to the Website. Within a reasonable time after termination, (i) Provider will return to Subscriber the original form of all of the Subscriber Materials posted on the Website, and (ii) Provider will, upon Subscriber’s timely written request, furnish Subscriber with one copy of any report Subscriber created using the Website. Subscriber must provide its written request for such reports within five (5) business days after termination of this Agreement. For purposes of clarification, except for the reports referenced in the preceding sentence, Subscriber is not entitled to receive, and Provider will not return to Subscriber, any Modified Subscriber Materials (as defined in Section 13 below). Subscriber’s rights to use the Modified Subscriber Materials only exists while this Agreement is in effect and such right to use the Modified Subscriber Materials shall end upon termination of this Agreement.
  7. Service Charges and Payment.
    1. Charges. Subscriber agrees that the subscription charges and fees (collectively “Charges”) shall be billed monthly in advance to Subscriber’s preferred credit card account (as designated by Subscriber on the online registration form or as updated by Subscriber thereafter) on the first day of each month. In the event Subscriber registers on a day other than the first day of the month, Subscriber will be charged a pro-rated portion of the monthly Charges for the first month. All Charges are exclusive of sales, service, use, value added tax (VAT) or equivalent, ad valorem, personal property and other taxes, which are the responsibility of Subscriber.
    2. Payment. As payment for the Charges, Subscriber authorizes Provider to process a credit card transaction each month against the account designated by Subscriber. The first such transaction shall be processed at the time Subscriber submits the Website’s online registration form. Once the first credit card transaction has been processed, the Subscriber will be given access to the Website. On the first day of each month thereafter, Provider will process a credit card transaction against the account designated by Subscriber until this Agreement is terminated. Subscriber hereby agrees to: (a) provide true, accurate, current and compete information as prompted on the registration form; (ii) maintain and promptly update the account information to keep it true, accurate, current and complete; and (iii) promptly notify Provider of any changes in the expiration date of any credit card used in connection with the Website. If Provider ascertains that any account information provided is untrue, inaccurate, not current or incomplete, Provider reserves the right to suspend or terminate Subscriber’s access to and/or use of the Website. All amounts paid to Provider are non-refundable.
  8. Subscriber Responsibilities. Subscriber is responsible for arranging its own access to the Internet, including payment of all charges associated therewith, and for acquiring, installing and maintaining at its own risk and expense all equipment necessary to gain access to the Website. Access to and use of the Website is through a combination User ID and Password which are chosen and activated solely by Subscriber during the registration process. Subscriber is required to keep all User IDs and Passwords strictly confidential. Subscriber shall: (i) adopt and enforce such internal policies, procedures and monitoring mechanisms as are necessary to ensure that the Website is used only in accordance with the terms of this Agreement and the Website’s Terms and Conditions of Use; and (ii) take all steps necessary to ensure that no person or entity will have unauthorized access to the Website. Subscriber is responsible for all access to the Website that is made through the use of Subscriber’s User ID and Password, whether or not Subscriber has knowledge of or authorizes such access and use. Unauthorized access to the Website, or any portion thereof, is deemed a breach of this Agreement. Subscriber must promptly notify Provider of any apparent breaches of security, such as loss, theft or unauthorized use or disclosure of Subscriber’s User ID or Password.

    Subscriber may provide any customer a “report code” allowing such customer to access designated pages of the Website on which Subscriber has uploaded Subscriber Materials for such customer to review. Subscriber shall ensure that a customer is only provided access to those pages containing the Subscriber Materials relevant to such customer. Subscriber shall supervise such customer to whom it provides access to such customer’s designated job site pages of the Website and shall ensure the customer’s compliance with the terms of this Agreement as well as the Website’s Terms and Conditions of Use, if applicable. Subscriber shall indemnify, defend and hold harmless Provider, its directors, offices, employees and agents from and against any and all direct and indirect losses, claims, demands, expenses (including attorneys’ fees) and/or liabilities of whatever nature or kind arising out of or related to any breach of this Agreement and/or the Website’s Terms and Conditions of Use by Subscriber and/or Subscriber’s customers.
  9. Registration. Subscriber agrees to (i) provide true, accurate, current and complete information as requested, including correct mailing address for home or business (as applicable), as prompted by the online registration form and (ii) maintain and promptly update the registration data to keep such data true, accurate, current and complete.
  10. Privacy Policy. Subscriber hereby agrees to be bound by and comply with the Website Privacy Policy as set forth on the Website.
  11. Subscriber Conduct. Subscriber agrees to comply with all applicable laws and regulations. Subscriber agrees not to:
    1. Defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity;
    2. Impersonate any person or entity, falsely state or otherwise misrepresent Subscriber’s affiliation with any person or entity, or use any fraudulent, misleading or inaccurate email address or other contact information;
    3. Restrict or inhibit any other user from using the Website, including, without limitation, by means of “hacking” or defacing any portion of the Website;
    4. Express or imply that any statements Subscriber makes are endorsed by Provider, without Provider’s prior written consent;
    5. Upload to, transmit through, or display on the Website (a) any material that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes Provider’s or any third party’s intellectual property or other rights; (b) any confidential, proprietary or trade secret information of any third party; or (c) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by Provider);
    6. Engage in spamming or flooding;
    7. Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
    8. “Frame” or “mirror” any portion of the Website, or link to any page of or material on the Website, without Provider’s prior written authorization;
    9. Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Website; or
    10. Harvest or collect information about users of the Website without their express consent.
  12. Subscriber Materials. In the event that Subscriber posts or uploads to the Website, or otherwise submits to Provider, any Subscriber Materials, Subscriber hereby grants to Provider and Provider’s designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, fully paid-up, perpetual, irrevocable right to use and display such Subscriber Materials solely in connection with providing the Website to Subscriber. In no event shall Provider use any Subscriber Materials for any purpose, other than to provide to Subscriber the services offered through the Website.

    Subscriber warrants and represents that it is the owner or licensee of all Subscriber Materials that Subscriber uploads, records or otherwise transmits through the Website, and that Subscriber has written authorization from each third party owner of such Subscriber Materials to use, upload and transmit such third party materials through the Website in the manner described herein. Subscriber warrants and represents Subscriber will not publish, post, upload, record or otherwise transmit Subscriber Materials that: (i) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.

    Subscriber acknowledges and agrees that Provider is not obligated to and will not as a standard practice monitor and/or police the Subscriber Materials that are posted on the Website. If Provider is notified in writing that certain Subscriber Materials which breach the standards set forth in this Agreement have been posted on the Website, Provider shall have the right in its sole discretion to immediately remove the offending Subscriber Materials without notice and to suspend or terminate (at Provider’s option) the offending subscriber’s access to and/or use of the Website without refund. Notwithstanding the foregoing, Subscriber acknowledges and agrees that Provider may (but is not obligated to) do any or all of the following, at Provider’s discretion: (a) monitor and/or filter any Subscriber Materials (including without limitation by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); (b) remove, or refuse to send, transmit, post, or otherwise use any Subscriber Materials; and/or (c) disclose any Subscriber Materials, and the circumstances surrounding the transmission or use thereof, to any third party in order to operate the Website; to protect Provider and its affiliates, distributors, partners, licensors, advertisers, sponsors, and users; to comply with legal obligations or governmental requests; to enforce this Agreement; or for any other reason or purpose.
  13. Disclaimers. While Provider will use commercially reasonable efforts to back-up the Subscriber Materials posted on the Website, Subscriber acknowledges that Provider shall have no responsibility to Subscriber, or to any third party, for or have any obligation with respect to the Subscriber Materials posted on the Website. Provider recommends that Subscriber make back-up copies on Subscriber’s hard drive or other personal system of all Subscriber Materials that are uploaded or posted onto the Website as the Website is not intended to be used as a back-up solution for storing Subscriber Materials.

    Provider expressly disclaims any obligation to (i) keep the Website Content updated or free of errors or viruses, (ii) maintain uninterrupted access to the Website, and/or (iii) retain copies of or store the Subscriber Materials for any length of time. PROVIDER DOES NOT GUARANTEE THE ACCURACY OF THE WEBSITE, THE WEBSITE CONTENT, OR THE SUBSCRIBER MATERIALS. PROVIDER SHALL HAVE NO LIABILITY OF ANY KIND WHATSOEVER TO SUBSCRIBER OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE SUBSCRIBER MATERIALS AND/OR SUBSCRIBER’S USE THEREOF IN CONNECTION WITH THE WEBSITE OR OTHERWISE.

    While using the Website, Subscriber may have the opportunity to utilize certain Site features to modify and/or enhance its Subscriber Materials and to create newly modified and enhanced versions of its original Subscriber Materials (the “Modified Subscriber Materials”). Modified Subscriber Materials may be accessed, viewed, and utilized on the Site, and Subscriber may disseminate, publish, and/or transmit such Modified Subscriber Materials to its customers and/or other third parties. The Modified Subscriber Materials will only remain available to Subscriber in this modified format for the uses described above as long as it is a paid Subscriber under this Agreement. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT SUBSCRIBER IS SOLELY RESPONSIBLE FOR SUCH MODIFIED SUBSCRIBER MATERIALS, INCLUDING, WITHOUT LIMITATION, THE CREATION, DISSEMINATION, PUBLICATION AND/OR TRANSMISSION OF THE MODIFIED SUBSCRIBER MATERIALS. PROVIDER SHALL HAVE NO LIABILITY OF ANY KIND WHATSOEVER TO SUBSCRIBER OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE MODIFIED SUBSCRIBER MATERIALS, INCLUDING, WITHOUT LIMITATION, THE CREATION, DISSEMINATION, PUBLICATION AND/OR TRANSMISSION OF THE MODIFIED SUBSCRIBER MATERIALS THROUGH THE WEBSITE OR OTHERWISE.

    Subscriber will be entitled to choose which of its customers and other third parties (including without limitation insurance agents and contractors) may view the Subscriber Materials posted by Subscriber on the Website. Prior to inviting any third party to access the Website, Subscriber must obtain all consents, permissions, and rights from all third parties (including without limitation Subscriber’s customers and any property owners) that are necessary for Subscriber to rightfully disclose the applicable Subscriber Materials on the Website to such third party. Subscriber represents and warrants that Subscriber has received, or will receive prior to inviting any such third party to access the Website, all consents, permissions, and rights from all third parties (including without limitation Subscriber’s customers and any property owners) that are necessary for Subscriber to rightfully disclose the applicable Subscriber Materials on the Website to such third party. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT SUBSCRIBER IS SOLELY RESPONSIBLE FOR DETERMINING WHICH THIRD PARTIES MAY RIGHTFULLY VIEW THE SUBSCRIBER MATERIALS THROUGH USE OF THE WEBSITE. PROVIDER SHALL HAVE NO LIABILITY OF ANY KIND WHATSOEVER TO SUBSCRIBER OR ANY THIRD PARTY ARISING FROM OR RELATED TO SUBSCRIBER’S DETERMINATION OF WHICH THIRD PARTIES MAY ACCESS THE WEBSITE AND/OR VIEW THE SUBSCRIBER MATERIALS.

    Provider may provide to Subscriber, through its help desk or otherwise, basic technical support in connection with the operation of the Website. Such support may include, without limitation, suggestions relating to Subscriber’s computer system, Subscriber’s connection to the internet, and/or other matters outside of the operation of the Website. WHILE PROVIDER SHALL TAKE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE ACCURATE INFORMATION AND/OR SUGGESTIONS IN CONNECTION WITH SUCH TECHNICAL SUPPORT ACTIVITIES, SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT PROVIDER SHALL HAVE NO LIABILITY OF ANY KIND WHATSOEVER TO SUBSCRIBER OR ANY THIRD PARTY ARISING FROM OR RELATED TO SUCH TECHNICAL SUPPORT, INCLUDING, WITHOUT LIMITATION, THE SUGGESTIONS AND/OR INFORMATION PROVIDED BY PROVIDER, THROUGH ITS HELP DESK OR OTHERWISE, IN CONNECTION WITH SUCH TECHNICAL SUPPORT.

    EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE PERFORMANCE OF THE WEBSITE MAY VARY BASED UPON THE MANUFACTURER’S EQUIPMENT WITH WHICH IT IS USED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. PROVIDER DOES NOT WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOR DOES PROVIDER MAKE ANY WARRANTY AS TO THE LIFE OF ANY URL. SUBSCRIBER ACKNOWLEDGES THAT USE OF THE WEBSITE IS NOT ERROR-FREE, AND THAT SUBSCRIBER MAY, DURING USE OF THE WEBSITE, ENCOUNTER HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA (INCLUDING WITHOUT LIMITATION SUBSCRIBER MATERIALS) OR DAMAGE TO MEDIA (INCLUDING WITHOUT LIMITATION SUBSCRIBER MATERIALS). THEREFORE, SUBSCRIBER HEREBY RELEASES, FOREVER DISCHARGES AND HOLDS PROVIDER HARMLESS FROM AND AGAINST ANY DAMAGES, LIABILITIES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, THIRD PARTY CAUSES OF ACTION BROUGHT AGAINST SUBSCRIBER, LOSS TO OR CORRUPTION OF DATA, SUBSCRIBER MATERIALS, SUBSCRIBER’S COMPUTER SYSTEM, OR LOSS OR DAMAGE TO ANY OTHER PROPERTY OF SUBSCRIBER OR ITS CUSTOMERS THAT ARISES IN WHOLE OR IN PART FROM SUBSCRIBER’S USE OF THE WEBSITE AND WHICH COULD NOT HAVE BEEN AVOIDED BY PROVIDER BY EXERCISING REASONABLE CARE IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
  14. Limitation of Liability. Subscriber acknowledges and agrees that it has independently verified that the Website is appropriate for the purposes for which Subscriber intends to use the Website, and that Subscriber did not rely upon any skill or judgment of Provider in such selection. Subscriber assumes the entire risk related to the use of the Website. NOTWITHSTANDING THE FOREGOING, PROVIDER’S LIABILITY IN CONTRACT, TORT OR OTHERWISE IN CONNECTION WITH THE WEBSITE AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE MONTHLY CHARGES PAID TO PROVIDER BY SUBSCRIBER FOR USE OF THE WEBSITE DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, SUBSCRIBER FURTHER AGREES THAT PROVIDER SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES IN THE FORM OF CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, LOSS OF DATA, LOSS OF SUBSCRIBER MATERIALS, LOSS OF GOODWILL OR OTHERWISE, OR FOR EXEMPLARY DAMAGES, RESULTING FROM THIS AGREEMENT AND/OR SUBSCRIBER’S (OR SUBSCRIBER’S CUSTOMERS’) USE OR INABILITY TO USE THE WEBSITE, THE WEBSITE CONTENT, OR THE SUBSCRIBER MATERIALS, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY PROCESS, FUNCTION OR FEATURE OF THE WEBSITE.
  15. Limitations of Claims. Except for claims relating to Charges, or improper use of the Website, no claim, regardless of form, which in any way arises out of this Agreement may be made, nor action based upon such claim brought under this Agreement more than one (1) year after the basis for the claim becomes known to the party desiring to assert it.
  16. Indemnification. Subscriber shall indemnify, defend and hold harmless Provider, its directors, offices, employees and agents from and against any and all direct and indirect losses, claims, demands, expenses (including attorneys’ fees) and/or liabilities of whatever nature or kind arising out of or related to: (i) the access or use by Subscriber or any third party of the Website, and/or (ii) any Subscriber Materials (including without limitation the Modified Subscriber Materials) and/or Subscriber’s use, dissemination, publication, and/or transmission thereof in connection with the Website or otherwise.
  17. Force Majeure. Provider shall not be liable for any delays or interruptions in its performance under this Agreement which are due to causes beyond its reasonable control, including, without limitation, acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.
  18. Notices. Except as otherwise provided in this Agreement, all notices must be given in writing to Provider at the address listed under the Website contact information page and to Subscriber at the address provided on the registration page of the Website.
  19. Additional Terms. This Agreement may be modified from time to time by incorporating certain additional terms (collectively “Additional Terms”) to the terms set forth in this Agreement. Provider shall notify all Subscribers of Additional Terms via the Website, by email or by such other means of notification as Provider may determine, not less than 30 days’ prior to the date such Additional Terms shall become effective. Subscriber agrees to, and will be obligated to comply with, all such Additional Terms as well as the terms and conditions in this Agreement. All Additional Terms will be considered part of this Agreement. In the event of any conflict between the terms and conditions of this Section 19 and the terms and conditions of Section 1(b) above, the terms and conditions of Section 1(b) shall prevail with respect to such conflict.
  20. Website Terms and Conditions of Use. Subscriber hereby agrees to be bound by and comply with the Website Terms and Conditions of Use [(Add hyperlink to Terms and Conditions)] as set forth on the Website. In the event there is any conflict between this Agreement and the Website Terms and Conditions of Use, this Agreement shall prevail to the extent of such conflict.
  21. Entire Agreement. This Agreement, which includes all applicable Order Forms, current and future Schedules, Additional Terms, the Website Terms and Conditions of Use, and the Website Privacy Policy, embodies the entire understanding between the parties with respect to the subject matter of this Agreement and except as otherwise provided herein supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter.
  22. Governing Law. This Agreement will be governed by and construed under the law of the state of Ohio without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Ohio will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts.
  23. Assignment. This Agreement and any rights arising out of this Agreement may not be assigned in whole or in part by Subscriber without the written consent of Provider.
  24. Survival. The terms of Sections 2(b), 3, 6(d), 8, 10, 13, 14, 14, 16 and 22 shall survive any termination of this Agreement.
  25. Severability. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part hereof.
  26. No Third Party Rights. This Agreement is for the benefit of the parties hereto and is not intended to, and, except in the event of an assignment hereof by Provider, shall not be construed as benefiting or creating rights in any person or entity other than the parties hereto.
  27. Waiver. A failure of either party to this Agreement to enforce at any time any of the provisions of this Agreement, or to require at any time performance of any of the provisions hereof, shall in no way affect the full right to require such performance at any time thereafter. No waiver shall be deemed a waiver of any other breach of the same or any other term or condition hereof.
  28. No Partnership. Nothing in this Agreement shall be deemed or construed by the parties or any other entity to create an agency, partnership or joint venture between Provider and Subscriber.

Updated on February 1, 2010

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