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These Terms of Use constitute a legally binding
agreement made between you, whether personally or on behalf of an entity
("you") and PAI Industries, Inc. ("Company",
"we", "us", or "our"), concerning your
access to and use of the
http://portal.paiindustries.com website as well as any other media form, media channel, mobile
website or mobile application related, linked, or otherwise connected
thereto (collectively, the "Site"). You agree that by
accessing the Site, you have read, understood, and agreed to be bound by
all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS
OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU
MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may
be posted on the Site from time to time are hereby expressly
incorporated herein by reference. We reserve the right, in our sole
discretion, to make changes or modifications to these Terms of Use at
any time and for any reason. We will alert you about any changes by
updating the "Last updated" date of these Terms of Use, and
you waive any right to receive specific notice of each such change. It
is your responsibility to periodically review these Terms of Use to stay
informed of updates. You will be subject to, and will be deemed to have
been made aware of and to have accepted, the changes in any revised
Terms of Use by your continued use of the Site after the date such
revised Terms of Use are posted.
The information provided on the Site is not intended for
distribution to or use by any person or entity in any jurisdiction or
country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement
within such jurisdiction or country. Accordingly, those persons who
choose to access the Site from other locations do so on their own
initiative and are solely responsible for compliance with local laws, if
and to the extent local laws are applicable.
The Site is not tailored to comply with industry-specific regulations (Health
Insurance Portability and Accountability Act (HIPAA), Federal
Information Security Management Act (FISMA), etc.), so if your
interactions would be subjected to such laws, you may not use
this Site. You may not use the Site in a way that would violate
the Gramm-Leach-Bliley Act (GLBA).
Unless otherwise
indicated, the Site is our proprietary property and all source code,
databases,
functionality, software, website designs, audio, video, text,
photographs, and
graphics on the Site (collectively, the "Content") and the
trademarks, service
marks, and logos contained therein (the "Marks") are owned or
controlled by us or
licensed to us, and are protected by copyright and trademark laws and
various
other intellectual property rights and unfair competition laws of the
United
States, international copyright laws, and international conventions. The
Content and the Marks are provided on the
Site "AS IS" for your information and personal use only.
Except as expressly provided in these Terms
of Use, no part of the Site and no Content or Marks may be copied,
reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise
exploited
for any commercial purpose whatsoever, without our express prior written
permission.
Provided that you
are eligible to use the Site, you are granted a limited license to
access and
use the Site and to download or print a copy of any portion of the
Content to
which you have properly gained access solely for your personal,
non-commercial
use. We reserve all rights not expressly granted to you in and to the
Site, the Content and the Marks.
By using the Site, you represent and warrant that:
(
1
) all registration information you submit will be true, accurate, current, and complete; (
2
) you will maintain the accuracy of such information and promptly update such registration information as necessary;
(
3
) you have the legal capacity and you agree to comply with these Terms of Use;
(
4
) you are not a minor in the jurisdiction in which you reside
; (
5
) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (
6
) you will not use the Site for any illegal or unauthorized purpose; and (
7
) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate,
not current, or incomplete, we have the right to suspend
or terminate your account and refuse any and all current
or future use of the Site (or any portion
thereof).
USER REGISTRATION
You may be required to register with the
Site. You agree to keep your password
confidential and will be responsible for
all use of your account and password. We
reserve the right to remove, reclaim, or
change a username you select if we
determine, in our sole discretion, that
such username is inappropriate, obscene,
or otherwise objectionable.
We accept the following forms of payment:
You agree to provide current, complete, and accurate
purchase and account information for all purchases made via the Site.
You further agree to promptly update account and payment information,
including email address, payment method, and payment card expiration
date, so that we can complete your transactions and contact you as
needed. Sales tax will be added to the price of purchases as deemed
required by us. We may change prices at any time. All payments shall
be
in U.S. dollars .
You agree to pay all charges at the prices then in
effect for your purchases and any applicable shipping fees, and you
authorize us to charge your chosen payment provider for any such amounts
upon placing your order.
We reserve the right to correct
any errors or mistakes in pricing, even if we have already
requested or received payment.
We reserve the
right to refuse any order placed through the Site. We may, in our sole
discretion, limit or
cancel quantities purchased per person, per household, or per order.
These restrictions may include orders placed
by or under the same customer account, the same payment method, and/or
orders
that use the same billing or shipping address. We reserve the right to
limit or prohibit orders that, in our sole
judgment, appear to be placed by dealers, resellers, or
distributors.
Please review our Return Policy posted on the
Site prior to making any
purchases.
You
may not access or use the Site for any purpose other than that for which
we make the Site available. The Site may not be used in connection with
any commercial endeavors except those that are specifically endorsed or
approved by us.
As a user of the Site, you agree not to:
USER GENERATED CONTRIBUTIONS
1. The creation, distribution, transmission, public display, or performance, and
the accessing, downloading, or copying of your Contributions do
not and will not infringe the proprietary rights, including but
not limited to the copyright, patent, trademark, trade secret,
or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any
use of the Site or the Marketplace Offerings in
violation of the foregoing violates these Terms
of Use and may result in, among other things,
termination or suspension of your rights to use
the Site and the Marketplace Offerings.
CONTRIBUTION LICENSE
You
and Site agree that we may access, store, process, and use any
information and personal data that you provide following the terms of
the Privacy Policy and your choices (including settings).
By
submitting suggestions or other feedback regarding the Site, you agree that we
can use and share such feedback for any purpose without compensation to
you.
We
do not assert any ownership over your Contributions. You retain full
ownership of all of your Contributions and any intellectual property
rights or other proprietary rights associated with your Contributions.
We are not liable for any statements or representations in your
Contributions provided by you in any area on the Site. You are solely
responsible for your Contributions to the Site and you expressly agree
to exonerate us from any and all responsibility and to refrain from any
legal action against us regarding your Contributions.
SUBMISSIONS
You acknowledge
and agree that any questions, comments, suggestions, ideas, feedback, or other
information regarding the Site or the Marketplace Offerings ("Submissions") provided by
you to us are non-confidential and shall become our sole property. We shall own
exclusive rights, including all intellectual property rights, and shall be entitled to
the unrestricted use and dissemination of these Submissions for any lawful purpose,
commercial or otherwise, without acknowledgment or compensation to you. You hereby waive
all moral rights to any such Submissions, and you hereby warrant that any such
Submissions are original with you or that you have the right to submit such Submissions.
You agree there shall be no recourse against us for any alleged or actual infringement
or misappropriation of any proprietary right in your Submissions.
SITE MANAGEMENT
We reserve the
right, but not the obligation, to: (1) monitor the Site for violations of these Terms of
Use; (2) take appropriate legal action against anyone who, in our sole discretion,
violates the law or these Terms of Use, including without limitation, reporting such
user to law enforcement authorities; (3) in our sole discretion and without limitation,
refuse, restrict access to, limit the availability of, or disable (to the extent
technologically feasible) any of your Contributions or any portion thereof; (4) in our
sole discretion and without limitation, notice, or liability, to remove from the Site or
otherwise disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner designed to
protect our rights and property and to facilitate the proper functioning of the Site and
the Marketplace Offerings.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy:
http://www.paiindustries.com/privacy
. By using the Site or the Marketplace Offerings, you
agree to be bound by our Privacy Policy, which is incorporated into these Terms
of Use. Please be advised the Site and the Marketplace Offerings are hosted in
the United States
. If you access the Site or the Marketplace
Offerings from any other region of the world with laws or other requirements
governing personal data collection, use, or disclosure that differ from
applicable laws in
the United States
, then through your continued use of the Site, you are transferring your
data to
the United States
, and you expressly consent to have your data transferred to and
processed in
the United States
.
TERM AND TERMINATION
These
Terms of Use shall remain in full force and effect while you use the Site.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT
TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND
USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP
ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT
LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN
THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR
USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING,
IN OUR SOLE DISCRETION.
If we
terminate or suspend your account for any reason, you are prohibited from
registering and creating a new account under your name, a fake or borrowed name,
or the name of any third party, even if you may be acting on behalf of the third
party. In addition to terminating or suspending your account, we reserve the
right to take appropriate legal action, including without limitation pursuing
civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We
reserve the right to change, modify, or remove the contents of the Site at any
time or for any reason at our sole discretion without notice. However, we have
no obligation to update any information on our Site. We also reserve the right
to modify or discontinue all or part of the Marketplace Offerings without notice
at any time. We will not be liable to you or any third party for any
modification, price change, suspension, or discontinuance of the Site or the
Marketplace Offerings.
We
cannot guarantee the Site and the Marketplace Offerings will be available at all
times. We may experience hardware, software, or other problems or need to
perform maintenance related to the Site, resulting in interruptions, delays, or
errors. We reserve the right to change, revise, update, suspend, discontinue, or
otherwise modify the Site or the Marketplace Offerings at any time or for any
reason without notice to you. You agree that we have no liability whatsoever for
any loss, damage, or inconvenience caused by your inability to access or use the
Site or the Marketplace Offerings during any downtime or discontinuance of the
Site or the Marketplace Offerings. Nothing in these Terms of Use will be
construed to obligate us to maintain and support the Site or the Marketplace
Offerings or to supply any corrections, updates, or releases in connection
therewith.
GOVERNING LAW
These
Terms of Use and your use of the Site and the Marketplace Offerings are governed
by and construed in accordance with the laws of
the State of Georgia
applicable to agreements made and to be entirely performed within
the State of
Georgia
, without regard to its conflict of law principles.
DISPUTE RESOLUTION
Informal Negotiations
To expedite
resolution and control the cost of any dispute, controversy, or claim related to
these Terms of Use (each a "Dispute" and collectively, the "Disputes")
brought by either you or us (individually, a "Party" and collectively,
the "Parties"), the Parties agree to first attempt to negotiate any
Dispute (except those Disputes expressly provided below) informally for at least
thirty (30) days before initiating arbitration. Such
informal negotiations commence upon written notice from one Party to the other
Party.
Binding Arbitration
If for any
reason, a Dispute proceeds in court rather than arbitration, the Dispute shall
be commenced or prosecuted in the
state and federal courts
located in
Gwinnett ,
Georgia
, and the Parties hereby consent to, and waive all
defenses of lack of personal jurisdiction, and forum non conveniens with respect
to venue and jurisdiction in such state and
federal courts . Application of the
United Nations Convention on Contracts for the International Sale of Goods and
the Uniform Computer Information Transaction Act (UCITA) are excluded from these
Terms of Use.
Restrictions
The Parties agree that any arbitration shall
be limited to the Dispute between the Parties individually. The the full extent
permitted by law, (a) no arbitration shall be joined with any other proceeding; (b)
there is no right or authority for any Dispute to be arbitrated on a class-action basis
or to utilize class action procedures; and (c) there is no right or authority for any
Dispute to be brought in a purported representative capacity on behalf of the general
public or any other persons.
CORRECTIONS
There may be information on the Site that
contains typographical errors, inaccuracies, or omissions that may relate to the
Marketplace Offerings, including descriptions, pricing, availability, and various other
information. We reserve the right to correct any errors, inaccuracies, or omissions and
to change or update the information on the Site at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED
ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT
THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY
WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY
FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION
TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH
MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF
ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE,
OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A
THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU
AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU
SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE
OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,
SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS
OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION
You agree to
defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and
employees, from and against any loss, damage, liability, claim, or demand,
including
reasonable attorney's fees and expenses, made by any third party due to or
arising out of:
(1) use of the Site;
(2) breach of these Terms of
Use; (3) any breach of your
representations and warranties set forth in these Terms of Use; (4) your violation of the
rights of a third party, including but not limited to intellectual
property rights; or (5) any
overt harmful act toward any other user of the Site with whom you
connected via the Site. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense and control of
any matter for which you are required to indemnify us, and you agree to
cooperate, at your expense, with our defense of such claims. We will use
reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware
of it.
USER DATA
We will maintain
certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site.
Although we perform regular routine backups
of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site. You agree
that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing
online forms constitute electronic communications. You consent to receive
electronic communications, and you agree that all agreements, notices,
disclosures, and other communications we provide to you electronically, via
email and on the Site, satisfy any legal requirement that such communication be
in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,
ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND
RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby
waive any rights or requirements under any statutes, regulations, rules,
ordinances, or other laws in any jurisdiction which require an original
signature or delivery or retention of non-electronic records, or to payments or
the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint
with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
MISCELLANEOUS
These Terms of Use and any policies or operating rules
posted by us on the Site or in respect to the Site constitute the entire
agreement and understanding between you and us. Our failure to exercise or
enforce any right or provision of these Terms of Use shall not operate as a
waiver of such right or provision. These Terms of Use operate to the fullest
extent permissible by law. We may assign any or all of our rights and
obligations to others at any time. We shall not be responsible or liable for any
loss, damage, delay, or failure to act caused by any cause beyond our reasonable
control. If any provision or part of a provision of these Terms of Use is
determined to be unlawful, void, or unenforceable, that provision or part of the
provision is deemed severable from these Terms of Use and does not affect the
validity and enforceability of any remaining provisions. There is no joint
venture, partnership, employment or agency relationship created between you and
us as a result of these Terms of Use or use of the Site. You agree that these
Terms of Use will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form
of these Terms of Use and the lack of signing by the parties hereto to execute
these Terms of Use.
CONTACT US
In order to resolve a complaint regarding the Site or to
receive further information regarding use of the Site, please contact us
at:
Phone: (US)(770) 822-1000
Fax: (US)(770) 822-1421