PLEASE READ THESE TERMS AND CONDITIONS OF USE VERY CAREFULLY.
Agreeing to the Terms of Registration indicates your acceptance to be bound by these terms and conditions of use.
Statement of Purpose
Peirce-Phelps, Inc. and User desire to enhance their business relationship by utilizing certain Internet-based applications and other support services. For that purpose, the parties are entering into this Agreement to set forth the terms and conditions pursuant to which Peirce-Phelps, Inc. will allow User to access the website maintained by Peirce-Phelps, Inc. at www.peirce.com (the “Site”) for purposes of obtaining or providing Internet-based application services and/or Internet-based support services from or to Peirce-Phelps, Inc.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Peirce-Phelps, Inc. and User hereby agree as follows:
ACCESS TO AND USE OF SITE
1.1 Access Authority and Conditions. Subject to the terms of this Agreement, Peirce-Phelps, Inc. agrees to permit User to access the Site on a limited, revocable, non-exclusive, non-transferable basis solely for the purpose of obtaining or providing Internet-based application services and/or Internet-based support services from or to Peirce-Phelps, Inc. and exchanging product, sales and related information to enhance the business relationship between Peirce-Phelps, Inc. and User. Peirce-Phelps, Inc. may, in its sole discretion, provide User with access on the Site to certain data pertaining to User’s business with Peirce-Phelps, Inc. or other information relevant to Peirce-Phelps, Inc. (collectively, the “Information”). User’s access to the Site and Information shall be subject to the terms of this Agreement, any guidelines, rules or regulations issued by Peirce-Phelps, Inc. from time to time in its sole discretion and the following terms:
- User shall not use or access the Site or Information in any way that, in Peirce-Phelps, Inc. sole discretion, may adversely affect the performance or function of the Site.
- User shall not gain access, or attempt to gain access, by any means, to any unauthorized portion of Peirce-Phelps, Inc. computer system or database, other than the Site.
- User shall not use or attempt to use the Site to obtain data or other information except Information that pertains to User’s business with Peirce-Phelps, Inc..
- Peirce-Phelps, Inc. may terminate, update, alter or supplement all or any portion of the Site and all or any portion of the Information in its sole discretion without providing User with notice thereof. While Peirce-Phelps, Inc. does not presently charge for access to the Site and Information, Peirce-Phelps, Inc. may assess such charges in the future in its sole discretion by providing notice of such charges to User.
- User may not use the Information for any purpose other than to facilitate its business relationship with Peirce-Phelps, Inc.; nor may User disclose any Information to any third party without Peirce-Phelps, Inc. prior written consent. Upon termination of this Agreement, User shall return to Peirce-Phelps, Inc. all computer files or written materials in User’s possession that contain, or were derived or prepared based upon, the Information or any other content on the Site.
- User agrees to comply with all security procedures established by Peirce-Phelps, Inc. and in particular acknowledges its responsibility to maintain appropriate access to the Site.
- User shall not copy, use, modify or prepare derivative works from Information or other content on the Site other than to facilitate its business relationship with Peirce-Phelps, Inc.
- User shall not 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 its contents, authentication and security measures.
- User shall not execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Website’s servers or any data not intended for you; and/or harvest or collect information about Website visitors or members without their express consent.
1.2 User Data. User agrees that Peirce-Phelps, Inc. may collect publicly available data or other information about Peirce-Phelps, Inc., and its business and business activities with User, that such data and other information (relating to periods both before and after the date of this Agreement) shall be the sole property of Peirce-Phelps, Inc. and that Peirce-Phelps, Inc. may incorporate such data or information into the Information made available on the Site both during and after the term of this Agreement without User’s consent.
1.3 Evaluation. Upon Peirce-Phelps, Inc. request, User shall, at its own expense, assist and cooperate with Peirce-Phelps, Inc. in its analysis and evaluation of the accuracy, accessibility, functionality and usability of the Site, any portion thereof or any improvements or changes thereto and shall provide Peirce-Phelps, Inc. with feedback in such form and at such times as requested by Peirce-Phelps, Inc..
1.4 Acknowledgement. User acknowledges that the Site and Information are subject to change from time to time in Peirce-Phelps, Inc. sole discretion without notice to User. User expressly acknowledges that Peirce-Phelps, Inc. makes no representation and provides no warranties regarding the availability or functionality of the Site and that inaccuracies and interruptions in the availability, functionality and completeness of Site and Information are possible.
1.5 Support. Peirce-Phelps, Inc. shall have no obligation to provide any support or maintenance for the Site; nor shall Peirce-Phelps, Inc. have any obligation to provide access to, maintain, update or ensure the accuracy of the Information or other content on the Site.
TERM AND TERMINATION
2.1 Term. The term of this Agreement shall commence as of the Effective Date and shall terminate in accordance with Section 2.2 of this Agreement.
2.2 Termination. Peirce-Phelps, Inc., in its sole discretion, may terminate this Agreement and User’s access to the Site and Information at any time, and for any reason, and shall make reasonable efforts to notify User of such termination. User may terminate this Agreement at any time for any or no reason upon five (5) days written notice to Peirce-Phelps, Inc.
DISCLAIMER OF WARRANTIES,
LIMITATION ON LIABILITY
3.1 DISCLAIMER OF WARRANTIES.
- THE INFORMATION AND USE OF THE SITE ARE PROVIDED “AS IS”. NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SITE OR THE INFORMATION IS GIVEN OR ASSUMED BY PEIRCE-PHELPS, INC. OR ITS AGENTS. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. PEIRCE-PHELPS, INC. MAKES NO WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION. PEIRCE-PHELPS, INC. DOES NOT WARRANT THAT USER’S USE OF THE SITE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE.
- PEIRCE-PHELPS, INC. MAKES NO WARRANTY OR REPRESENTATION, AND HEREBY DISCLAIMS ANY WARRANTY OR REPRESENTATION, CONCERING THE ADEQUACY, COMPLETENESS, USEFULNESS OR SUFFICIENCY OF ANY SECURITY SERVICES PROVIDED HEREUNDER, AND FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR NEGLIGENCE AND LACK OF REASONABLE CARE WITH RESPECT THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OF ANY TYPE ARE MADE WITH RESPECT TO THE SECURITY SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
3.2 LIMITATION OF LIABILITY. IN NO EVENT WILL PEIRCE-PHELPS, INC. BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING LOSS OF PROFITS AND INABILITY TO USE THE SITE OR THE INFORMATION) ARISING HEREUNDER OR IN CONNECTION HEREWITH OR ARISING IN CONNECTION WITH THE USE, DELIVERY, LICENSE, PERFORMANCE, OR NONPERFORMANCE OF CERTIFICATES OR.DIGITAL SIGNATURES EVEN IF PEIRCE-PHELPS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH.DAMAGES OR PENALTIES. THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PEIRCE-PHELPS, INC. OR IN THE EVENT OF PERSONAL INJURY OR DEATH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL PEIRCE-PHELPS, INC. BE LIABLE FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS ARISING IN CONNECTION WITH THIS AGREEMENT TO USER OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE.
3.3 Indemnification. User will, at its sole cost and expense, indemnify and hold Peirce-Phelps, Inc., its affiliates and its and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, cost and expenses (including attorneys’ fees and expenses) arising out of or related to (a) User’s use of the Site or Information; (b) any breach or non-performance by User of the terms of this Agreement in any manner. User shall permit Peirce-Phelps, Inc. To participate in any such action to the extent that, in the judgment of Peirce-Phelps, Inc., Peirce-Phelps, Inc. May be prejudiced thereby, and User shall not settle any such action without the prior written consent of Peirce-Phelps, Inc.
CONFIDENTIALITY AND OWNERSHIP OF SITE
4.1 Confidentiality. User shall maintain in confidence and not disclose in any manner to any third party without Peirce-Phelps, Inc. prior written consent (i) the existence and terms of this Agreement; (ii) the existence, URL address, functionality, features, underlying concept or any aspect of the Site; (iii) any Information, and; (iv) any information appearing on the Site relevant to Peirce-Phelps, Inc.: that (a) was not known by User prior to the effective date of this Agreement, (b) is not publicly available, (c) was not disclosed to User free from any duty of confidentiality, or (d) was not independently developed by User.
4.2 Ownership. By permitting access to the Site and Information hereunder, Peirce-Phelps, Inc. does not convey to User any right to or interest in the Site, the content on the Site, the Information or any other property of Peirce-Phelps, Inc. Any data and information about Peirce-Phelps, Inc. business and business activities with User, whether provided to Peirce-Phelps, Inc. by User or developed by Peirce-Phelps, Inc. independently, shall be the sole property of Peirce-Phelps, Inc. Peirce-Phelps, Inc. shall retain the sole and exclusive editorial and creative control of the Site. User hereby acknowledges that the Site, its operation, content, underlying concept and tradedress are proprietary to Peirce-Phelps, Inc. and that Peirce-Phelps, Inc. owns all right, title and interest in and to the Site and its content, including any patent, trademark, copyright, tradedress or trade secret rights therein.
5.1 Amendment and Waiver. This Agreement may not be modified unless such modification is reduced to writing, dated and executed by both parties; provided, that Peirce-Phelps, Inc. may in its sole discretion establish guidelines and procedures for User’s access to and use of the Site that shall be binding upon User. Neither the course of conduct between the parties nor trade usage shall act to modify or alter the provisions of this Agreement. No provision of this Agreement shall be deemed waived by Peirce-Phelps, Inc. unless such waiver is in writing and signed by a duly authorized officer of Peirce-Phelps, Inc.
5.2 Authority. User represents and warrants that the person executing this Agreement on its behalf has full right and authority to enter into this Agreement on User’s behalf.
5.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania excluding its conflicts of laws principles.
5.4 Attorneys’ Fees. Should Peirce-Phelps, Inc. use the services of an attorney to enforce any of its rights hereunder in an action in which Peirce-Phelps, Inc. prevails, User shall pay Peirce-Phelps, Inc. for all costs and expenses incurred, including reasonable attorney’s fees.
5.5 Assignment. User may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of Peirce-Phelps, Inc. Peirce-Phelps, Inc. may assign its rights or delegate its duties under this Agreement to a parent, affiliate, subsidiary, or successor in interest.
5.6 Severability. If any provision or portion of a provision of this Agreement is determined to be invalid, illegal, or unenforceable under any circumstances, such provision or portion will be deemed omitted with respect to those circumstances, and the remaining provisions of this Agreement shall continue to be valid and enforceable as to the parties hereto.
5.7 No Fiduciary Relationship. Peirce-Phelps, Inc. is not User’s agent, fiduciary, trustee or other representative. The relationship between User and Peirce-Phelps, Inc. is not that of agent and principal. User has no authority to bind Peirce-Phelps, Inc., by contract or otherwise, to any obligation and shall make no representations to the contrary, either expressly, implicitly, by appearance, or otherwise.
5.8 Governmental Regulations. Peirce-Phelps, Inc. obligation to perform the Certification services contemplated hereunder is subject to all governmental requirements and restrictions that may now be or hereafter become applicable thereto.
5.9 Entire Agreement. This Agreement and any guidelines, rules or regulations issued by Peirce-Phelps, Inc. from time to time pertaining to access to the Site or use of the Information constitute the entire agreement of the parties with respect to the subject matter hereof and supersede any prior written or oral agreements between them with respect thereto.
Waiver of Jury
As a material condition of the Agreement, in the event of any litigation between the parties, each party hereby waives all right to a trial by jury.
IN WITNESS WHEREOF, Peirce-Phelps, Inc. and User have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
In the event that a Peirce-Phelps, Inc. product is mistakenly listed at an incorrect price, Peirce-Phelps, Inc. reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. Peirce-Phelps, Inc. reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Peirce-Phelps, Inc. shall issue a credit to your credit card account in the amount of the incorrect price.
Please note that not all products are exactly as pictured. Please go by model numbers, not pictures as we do not have control of manufacturers' changes.