DistribuTrak™ legal statement

1. ACCEPTANCE OF TERMS

Welcome to DistribuTrak™. DistribuTrak™ provides its service to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. When using DistribuTrak™ services, you and DistribuTrak™ shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICE

DistribuTrak™ provides users with a rich set of supply chain management tools. You understand and agree that the service may include certain communications from DistribuTrak™, such as service announcements or administrative messages, and that these communications are considered part of DistribuTrak™ membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new DistribuTrak™ properties, shall be subject to the TOS. You understand and agree that the Service is provided "AS-IS" and that DistribuTrak™ assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet Service Provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as promoted by the Service's registration form and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or DistribuTrak™ has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, DistribuTrak™ has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

4. DistribuTrak™ PRIVACY POLICY

Registration data and certain other information about you is subject to our privacy policy. DistribuTrak™ will not sell or disclose customer or company information to any other service. We receive and store any information you enter on our Service or give us in any other way. We use this information to provide reports back to you. We work to protect the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input. We reveal only the last five digits of your credit card numbers when confirming an order. Of course, we transmit the entire credit card number to the appropriate credit card company during order processing.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive an ID and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password you assign and the account ID we assign, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify DistribuTrak™ of any unauthorized use of your password or account ID or any other breach of security, and (b) ensure that you exit from your account at the end of each session. DistribuTrak™ cannot and will not be liable for any loss or damage arising from you failure to comply with this Section 5.

6. MEMBER CONDUCT

You understand that all information, data, text, software, sound, graphics, video, messages or other materials ("Content") are the sole responsibility of the person from which such Content originated. This means that you, and not DistribuTrak™, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. DistribuTrak™ does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will DistribuTrak™ be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You acknowledge that DistribuTrak™ does not pre-screen Content, but that DistribuTrak™ shall have the right (but not the obligation) in their sole discretion to refuse to move any Content that is available via the Service. Without limiting the foregoing, DistribuTrak™ shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by DistribuTrak™ or submitted to DistribuTrak™.

You acknowledge and agree that DistribuTrak? may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonable necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties, or (d) protect the rights, property, or personal safety of DistribuTrak?, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmission over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

8. INDEMNITY

Your agree to indemnify and hold DistribuTrak™, and its officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

9. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

10. MODIFICATIONS TO SERVICE

DistribuTrak™ reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that DistribuTrak™ will not be liable to you or to any their party for any modification, suspension or discontinuance of the Service.

11. TERMINATION

You agree that DistribuTrak™, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, if DistribuTrak™ believes that you have violated or acted inconsistently with the letter or spirit of the TOS. DistribuTrak™ may also in its sole discretion, and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision and agree that DistribuTrak™ may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that DistribuTrak™ shall not be liable to you or any third-party for any termination of your access to the Service.

12. DistribuTrak™'S PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content or information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by DistribuTrak™, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

DistribuTrak™ grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer, provided that you do not (and do not allow any their party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by DistribuTrak™ for use in accessing the Service.

13. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DistribuTrak™ EXPRESSLY DISCLAIMES ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. DistribuTrak™ MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWESE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR WON DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DistribuTrak™ OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

14. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DistribuTrak™ SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DistribuTrak™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA: (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE: OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

15. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 13 AND 14 MAY NOT APPLY TO YOU.

16. NOTICE

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.

17. TRADEMARK INFORMATION

DistribuTrak™ trademarks and service marks, and other DistribuTrak™ logos and product and service names are trademarks of DistribuTrak™, Inc. Without DistribuTrak™'s prior permission, you agree not to display or use in any manner, the DistribuTrak™ marks.

18. COPYRIGHTS and COPYRIGHT AGENTS

DistribuTrak™ respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide DistribuTrak™ the following information:

• 1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest
• 2. A description of the copyrighted work or other intellectual property that you claim has been infringed
• 3. A description of where the material that you claim is infringing is located on the site
• 4. Your address, telephone number, and email address
• 5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• 6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

The TOS constitute the entire agreement between you and DistribuTrak™ and govern your use of the Service, superceding any prior agreements between you and DistribuTrak™. You also may be subject to additional terms and conditions that may apply when you order services from customer of DistribuTrak™. The TOS and the relationship between you and DistribuTrak™ shall be governed by the laws of the State of Georgia without regard to its conflict of law provisions. You and DistribuTrak™ agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Fulton, Georgia. The failure of DistribuTrak™ to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

19. VIOLATIONS

Please report any violations of the TOS directly to DistribuTrak™.

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