(Effective November 1, 2016)
1. INTRODUCTION AND ACCEPTANCE
2. TRUE PARTNERS ACCESS AND USE
(i) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on True Partners Content;
(ii) circumvent, disable or otherwise interfere with security-related features of True Partners including, without limitation, any features that prevent or restrict access to, or use of, any content or information on the servers housing True Partners;
(iii) use an automatic device (such as a robot or spider) or manual process to copy or "scrape" True Partners or True Partners Content for any purpose without our express written permission;
(iv) attempt to collect or harvest any personally identifiable information from True Partners including, without limitation, user names, passwords, email addresses, customer information provided by other users (you may collect and use any information on customers that you have provided);
(v) attempt to or interfere with the proper working of True Partners or impair, overburden, or disable the same;
(vi) decompile, reverse engineer, or disassemble any portion of any True Partners;
(vii) impersonate another user, person, or entity (e.g., using another person's Account Information (as defined in Section 4) without permission, etc.); or
(viii) engage in any conduct that restricts or inhibits any other registered user from using or enjoying True Partners.
3. INTELLECTUAL PROPERTY
4. USER REGISTRATION
In order to access or use some features of True Partners, you must become a registered user. If you become a registered user, you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you will create a user name and password ("Account Information"). You are responsible for safeguarding and maintaining the confidentiality of your Account Information. You are solely responsible for the activity that occurs through the use of your Account Information, whether or not you have authorized the activity. You agree to notify us immediately at firstname.lastname@example.org of any breach of security or unauthorized use of your Account Information.
5. USER PROVIDED DATA
(A) We may now or in the future permit you to input, upload, transmit through, or otherwise make available on True Partners (collectively, "submit") information, including personally identifiable information, regarding you or your customers ("User Data").
(B) You shall not submit any personally identifiable information of your customers where the customer has not consented to your collection and use of such information as part of your business transaction. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Data that you submit.
(C) You represent, warrant, and covenant that you will not submit any User Data relating to your customers that includes social security numbers, bank account numbers, credit card numbers or the like.
(D) By submitting User Data through True Partners, simultaneously with such submission, you automatically grant to us the right, permission and license to use such User Data for internal business purposes and for providing you with further information and services, at our discretion, such as inventory tracking, order history reports, auto-ordering functionality (if provided and agreed upon), value added reporting, etc. Kimball Midwest will not use any User Data relating to your customers to contact such customer or to create or sell any customer lists.
(E) True Partners is not a data storage service or fully integrated CRM for you or your customers. You agree not to use or rely on it as such. We have the right, but not the obligation, to delete any User Data from the True Partners system at any time, with or without notice to you, and any submitted User Data may remain in the True Partners system indefinitely.
(F) You acknowledge that Kimball Midwest has the right to discontinue the operation of, or your access to, True Partners at any time, in its absolute discretion. In the event of such discontinuance, your access to any User Data you provided will also be terminated and Kimball Midwest will have no obligation to return, or provide further access to, such User Data.
6. TRUE PARTNERS CONTENT & INFORMATION
(A) We provide True Partners including, without limitation, True Partners Content and information made available for you to convey to your customers for informational purposes only. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of True Partners Content and information prior to conveying it to your customer. Under no circumstances will we be liable for any loss or damage caused by your reliance, or your customer's reliance, on any True Partners Content or information.
(B) If there is a dispute between you and your customer relating to information that you submitted to True Partners or conveyed to your customer from True Partners, you understand and agree that we are under no obligation to become involved. If there is such a dispute, you hereby release Kimball Midwest its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries, and their related companies from claims, demands, and damages of every kind or nature arising out of, relating to, or in any way connected with such dispute.
(A) YOU EXPRESSLY AGREE THAT USE OF TRUE PARTNERS IS AT YOUR SOLE RISK. TRUE PARTNERS AND TRUE PARTNERS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, KIMBALL MIDWEST AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT TRUE PARTNERS WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF TRUE PARTNERS OR TRUE PARTNERS CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON TRUE PARTNERS OR ACCESSED THROUGH TRUE PARTNERS; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF TRUE PARTNERS; (6) WARRANTIES THAT YOUR USE OF TRUE PARTNERS WILL BE SECURE OR UNINTERRUPTED; (7) WARRANTIES RELATING TO THE AVAILABILITY AND SECURITY OF USER DATA; AND (8) WARRANTIES THAT ERRORS IN THE SOFTWARE USED TO OPERATE TRUE PARTNERS WILL BE CORRECTED OR UPDATED.
9. LIMITATION ON LIABILITY
(C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
11. CHOICE OF LAW; JURISDICTION AND VENUE
12. NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
13. NO TRIAL BY JURY
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
14. AMENDMENT; ADDITIONAL TERMS
(A) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.