Distributor Portal Terms of Service
These Portal Terms of Service (together with all other documents incorporated by reference, in each case as amended from time-to-time, collectively, this “Agreement”) is legally binding on the parties and shall govern your rights with respect to the Garlock Distributor Portal (as modified from time-to-time, the “Portal”) provided by Garlock Sealing Technologies LLC, a North Carolina limited liability company (the “Company”). If you are agreeing to these terms on behalf of an organization, all references herein to “you” and “your” include that organization and all of its Authorized Users (as defined below). Your authorization and/or license to access and use the Portal is subject to your prior acceptance of, and your full compliance with, the terms of this Agreement. Company reserves all rights in and to the Portal not expressly granted to you under this Agreement.
BY ACCESSING, DOWNLOADING AND/OR USING THE PORTAL, OR BY CHECKING OR CLICKING THE “AGREE,” “I CONSENT” OR SIMILAR BUTTON OR BOX IF AND WHEN THIS OPTION IS PRESENTED TO YOU, YOU:
- ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;
- AGREE TO AND ACCEPT THE TERMS OF THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, DOWNLOAD, INSTALL OR USE THE PORTAL.
1. Scope of License: Subject to and conditioned on your compliance with the terms and conditions of this Agreement, Company hereby grants to you a limited, nonexclusive, nontransferable authorization to access and use the Portal solely for your own internal business purposes only and strictly in accordance with the terms of this Agreement. The terms of this Agreement will govern any content, materials or services accessible from or within the Portal as well as upgrades provided by Company that replace or supplement the Portal from time-to-time, unless such upgrade is accompanied by separate or additional terms and conditions.
2. Limitations and Restrictions: Except as and only to the extent that any of the following limitations and restrictions are prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Portal, you may not: (i) copy the Portal, except as expressly permitted by this Agreement (except that you may download or print a reasonable number of copies of pages displayed on the Portal merely for reference purposes in connection with your own internal business use of the Portal by using the “download,” “export,” “print” or similar features and functionality of the Portal or your browser that is specifically designed for this purpose); (ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Portal; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Portal or any part thereof (including any updates) or the underlying structure, ideas, know-how or algorithms relevant to the Portal; (iv) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Portal (or any permitted copies thereof as set forth in clause (2)(i) above); (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Portal, or any features or functionality of the Portal, to any third party for any reason, including by making the Portal available on a network where they are capable of being accessed by more than one person or device at any time; (vi) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Portal; (vii) input, upload, transmit or otherwise provide to or through the Portal any information or materials that are unlawful or injurious, or contain, transmit or activate any virus, malware or other harmful code; (viii) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Company’s or its service providers’ servers or systems associated with the Portal or its or their ability to provide services to any third party; (ix) access or use the Portal (or any content, data or materials available via the Portal) in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right, right of publicity or other right of any person or entity, or that violates any applicable law or regulation; (x) threaten, harass, abuse, slander or defame others; (xi) publish, distribute, promote or disseminate any inappropriate, profane, vulgar, defamatory, discriminatory, sexually explicit, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information; (xii) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation (commercial or otherwise); (xiii) cause the Portal or portions of it to be displayed, or appear to be displayed, by framing, deep linking, in-line linking or similar device on any other site; (xiv) use any manual process (such as taking screenshots, printing, downloading or otherwise capturing) or automatic process (such as using robots, spiders or other automatic devices) that are not already offered as a feature or functionality of the Portal or your browser (i.e., Print or Download features built into the Portal) to monitor or make a copy of any of the material on the Portal (other than as expressly permitted by clause (2)(i) above) without Company’s prior written consent; or (xv) aid or assist any other person in taking any of the actions prohibited by this Section 2.
3. Liability for Users: If you are a business or legal entity accessing and using the Portal under the terms of this Agreement, you acknowledge and agree that you are fully responsible for ensuring that your employees, consultants, advisors, contractors, agents, representatives and any other personnel or other individuals associated with you comply in full with the terms of this Agreement Use and that you are responsible for and liable for any act, omission or violation of this Agreement by such persons as it relates to the Portal or this Agreement or any of the subject matter hereof the same as if you had committed such act, omission or violation yourself, directly. For the avoidance of doubt, if you or any such person violates any of the foregoing prohibitions, your right to access and use the Portal will cease immediately, without any further action or notice required from us. Any such violation may violate copyright, trademark and other laws.
4. Suspension: Company may suspend or deny your access to or use of all or any part of the Portal without any liability to you or others, if (i) Company is required to do so by law or court order, (ii) you have accessed or used the Portal beyond the scope of the rights granted under or otherwise in violation of this Agreement (including a failure to comply with the limitations and restrictions described in Section 2 above), (iii) you have been involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Portal or your interactions with other users of the Portal, or (iv) you have otherwise failed to comply with the terms of this Agreement. Company’s remedies in this Section are in addition to, and not in lieu of, its termination rights in Section 15 or any other rights or remedies under this Agreement, at law or in equity.
5. Reservation of Rights: You acknowledge and agree that the Portal is provided under limited authorization and/or license, and not sold, to you. You do not acquire any ownership interest in the Portal under this Agreement, or any other rights thereto other than to use the Portal in accordance with, and subject to all terms, conditions, and restrictions under, the terms of this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Portal and all content and materials made available to you through the Portal, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
6. Purchases of Goods and Services: To the extent you order and/or purchase any goods or services through the Portal, such orders and purchases shall be made pursuant to, and subject to, Company’s standard Terms and Conditions of Purchase (Products and Services) (the “Purchase T&Cs”) set forth at this link. You hereby acknowledge and agree that the Purchase T&Cs shall govern all such order and purchases.
7. Account Security: If you choose, or are provided with, a user name, password or any other piece of information as part of Company’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Portal or portions of it using your user name, password or other security information. If you permit any other person to use your account, you will be responsible for their activities while using the Portal. You agree to notify Company immediately of any unauthorized access to or use of your user name or password or any other breach of security. Company has the right to disable any user name, password or other identifier, whether chosen by you or provided by Company, at any time in its sole discretion if, in Company’s opinion, the continued use of that user name, password or other identifier would be inappropriate. Accessing and using the Portal without proper user name and password is strictly prohibited, constitutes a breach of this Agreement resulting in the immediate termination of your right to use the Portal, and may violate copyright and other laws.
8. Consent to Use of Technical Data: You agree that Company, using automatic means such as cookies and otherwise, may collect and use technical data and related information—including but not limited to technical information about your computer, browser, mobile device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Portal. Company may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
10. COOPERATION WITH AUTHORITIES: COMPANY RESERVES THE RIGHT TO FULLY COOPERATE WITH ANY LAW ENFORCEMENT AUTHORITIES OR COURT ORDER REQUESTING OR DIRECTING IT TO DISCLOSE THE IDENTITY OR OTHER INFORMATION OF ANYONE ACCESSING OR USING THE PORTAL. YOU WAIVE ANY RIGHT TO ASSERT ANY CLAIMS RESULTING FROM ANY SUCH ACTION TAKEN BY COMPANY.
11. Geographic, Residency and Age Restrictions: The Portal and its associated content and services are provided from the United States. The Portal and its associated content may not be accessed or used by persons under the age of 18 or otherwise not of the legal age of majority in their respective jurisdiction.
12. Updates: Company may from time-to-time in its sole discretion develop and provide updates to the Portal, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Portal and be subject to all terms and conditions of this Agreement.
13. Third-Party Materials: The Portal may display, include, or make available certain third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites, social media platforms or other services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and any links or other access thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. Company reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any Third-Party Materials at any time without notice or liability to you. Company may, in its sole discretion, engage subcontractors to perform or assist Company in providing the Portal or any related support or other services that may be provided under this Agreement or otherwise.
14. Termination: This Agreement is effective until terminated by you or Company. Your rights under this Agreement will terminate immediately and automatically without any notice to you if you fail to comply with any of its terms. You may terminate this Agreement by permanently ceasing all use of the Portal. Company may terminate this Agreement (and your access to and use of the Portal) at any time without notice, for any reason or for no reason, including, but not limited to, if Company ceases to support the Portal, which Company may do in its sole discretion. Upon termination, all rights granted to you under this Agreement will also terminate and you must cease all use of the Portal. Termination will not limit any of Company’s rights or remedies at law or in equity.
15. Reliance on Information Posted: The information presented on or through the Portal is made available solely for general information purposes. Company does not warrant the accuracy, completeness or usefulness of this information, and any reliance you place on such information is strictly at your own risk. Company disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Portal, or by anyone who may be informed of any of its contents. Additionally, the Portal may include content provided by third parties. Company is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
16. Confidential Information: You acknowledge and agree that in the course of using the Portal, you will learn confidential, trade secret, and proprietary information concerning Company and its business, programs and procedures (“Confidential Information”) including, but not limited to, information pertaining to pricing information, inventory, sales order history, and any other material or information provided by Company to you in connection with this Agreement and/or your use of the Portal and/or the Third-Party Materials. Confidential Information shall not include any information, which (i) at or prior to the time of disclosure by Company was generally available to the public through no breach of this Agreement, (ii) was available to the public on a non-confidential basis prior to its disclosure by Company to you, or (iii) was made available to the public from a third party, provided that such party did not obtain or disseminate such information in breach of any legal obligation. Such disclosure shall in no way be construed to constitute a license to use the Confidential Information other than as expressly specified herein, nor shall anything herein be deemed by implication or otherwise to convey to you any patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights of Company. You agree to keep the Confidential Information in strict confidence, not to use any Confidential Information for your own purposes or for the benefit of any third party, and not to demonstrate or disclose, directly or indirectly, in any form or manner the Confidential Information to any third party. You shall treat as confidential and safeguard any such Confidential Information in at least the same manner as that in which you safeguard your own confidential or proprietary material or information of like kind.
17. NO WARRANTY: Company strives to provide a reliable and useful experience when using the Portal, but does not guarantee that the Portal will be available at any specific time and will not be liable for any reason if you cannot access the Portal. Company reserves the right to alter, enhance, withdraw, restrict the use of or amend the Portal (including, without limitation, the design, look and feel, functionality, content, material, information and/or services provided via the Portal) in Company’s sole discretion at any time without notice. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PORTAL IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL AND ANY SUPPORT OR OTHER SERVICES THAT MAY BE PERFORMED OR PROVIDED BY OR RELATED TO THE PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PORTAL AND ANY RELATED SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF TITLE, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE PORTAL OR ANY RELATED SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
18. LIMITATION OF LIABILITY: TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER, MOBILE DEVICE OR OTHER EQUIPMENT FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PORTAL, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING YOUR FIRST CLAIM AGAINST COMPANY HEREUNDER. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
19. Limitation of Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PORTAL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
20. Indemnification: You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including actual attorneys’ fees, arising from or relating to your misuse of the Portal or your breach of the terms of this Agreement.
21. Governing Law and Jurisdiction: All matters relating to the Portal and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction). Any legal suit, action or proceeding arising out of or related to this Agreement or the Portal shall be instituted exclusively in the federal courts of the United States located in Mecklenburg County, North Carolina, or the courts of the State of North Carolina located in Mecklenburg County, North Carolina, except that Company retains the right to bring any suit, action or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
22. Force Majeure: Company will not be liable for any delays or non-performance of its obligations arising out of causes not within Company’s reasonable control, including, without limitation, actions or decrees of governmental authorities, criminal acts of third parties, earthquakes, flood, hurricanes, ice storms and other natural disasters, pandemic, epidemic, war, terrorism, acts of God, or fire.
23. Severability and Waiver: If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
24. Amendment: Except as set forth in Section 29 below titled “Changes to this Agreement,” no change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought.
25. No Third Party Beneficiaries: Except as provided in the immediately following sentence, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and/or heirs, executors, administrators, affiliates and legal representatives and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. If (and only if) you are accessing and using the mobile application version of the Platform in connection with an iOS-based product, you acknowledge and agree that Apple (as defined below), and Apple’s subsidiaries, are third-party beneficiaries of this Agreement and, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary hereof.
26. Injunctive Relief: You acknowledge and agree that the breach or threatened breach of this Agreement would cause irreparable harm to Company, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Company may be legally entitled, Company may seek immediate injunctive relief without the necessity to post a bond therefor in the event of such breach or threatened breach by you.
28. Changes to this Agreement: Company may revise and update this Agreement from time-to-time in its sole discretion. Changes are effective immediately when Company posts them, but are not retroactive. Your continued use of the Portal following the posting of revised Agreement means that you accept and agree to the changes. You must check this page frequently so that you are aware of any changes, and immediately discontinue access or use of the Portal if you do not want to agree to the revised terms of this Agreement.
29. Comments and Concerns: All feedback, comments and other communications relating to the Portal should be directed to the Company:
Garlock Sealing Technologies LLC
1666 Division Street
Palmyra, NY 14522
Last Modified: October 29, 2021