Terms & Conditions
Acceptance of Terms
BY USING THE PORTAL, YOU ACCEPT AND AGREE TO COMPLY WITH THE PORTAL TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PORTAL. THE RIGHT TO USE THE PORTAL IS PERSONAL TO THE REGISTERED USER AND IS NOT TRANSFERABLE TO ANY OTHER PERSON OR ENTITY.
License Grant; Limitations
Subject to compliance with these Portal Terms, Shurtape grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to access and make personal use of the Portal and the Distribution Information available through the Portal solely for your internal business purposes as an official Shurtape Distributor. You may not use, disclose, copy, sell, resell, visit, or otherwise exploit for any commercial purpose the Portal or the Distributor Information, and further agree to treat the Distributor Information as confidential. All information collected by us and Distributor Information provided by us through the Portal is considered a corporate asset of Shurtape and subject to transfer, sale and assignment to any successor-in-interest in the event of a corporate reorganization, merger or sale. You may not alter, modify or tamper with the Portal in any manner whatsoever, circumvent our procedures regarding access to or use of the Portal, or attempt to do any of the foregoing.
Conditions of Use
Further, as a condition to your use of and access to the Portal, you represent and warrant that all affidavits, statements, information, certifications, representations, warranties and covenants set forth in and/or as part of the Distributor Agreement are true and accurate in all material respects at the time of your access. You further represent and warrant that all information provided through the Portal is and will be submitted by you as the official Distributor or by your duly authorized representative, and is and will be true, accurate and complete, without any material omission. You agree to maintain the confidentiality of account passwords and accept full responsibility for all activities conducted and all information provided through the Portal account. Any use of the Portal not expressly authorized in the Portal Terms or on the applicable portion of the Portal is expressly prohibited. Further, use in any manner other than as authorized hereunder may be considered a violation of the Distributor Agreement with Shurtape and subject the violating Distributor to any and all remedies available to Shurtape, including disciplinary actions such as suspension or termination and civil and/or criminal penalties. Further, and without limiting any other provision in the Portal Terms, any unauthorized use of the Portal or Distributor Information immediately terminates the permission or license granted by us. As between us, Shurtape retains all right, title, and interest in the Portal and the Distributor Information, including any and all intellectual property rights in the foregoing. Shurtape reserves all rights not expressly granted for itself and on behalf of its licensors.
The Portal is only available on the Site to authorized Distributors. In order to use the Portal, you must log into your account. You are solely responsible for obtaining and maintaining any and all equipment and connectivity necessary to access the Site and Portal. Shurtape makes no representations or warranties as to your ability to access and use the Portal, or that the Portal will display and/or operate correctly without interruption or error. Shurtape reserves the right to temporarily or permanently discontinue the Portal at any time in its discretion without notice to you, and to terminate your access to the Portal for any reason in its discretion. Any and all rights not expressly granted to you are hereby reserved by Shurtape on behalf of itself and its suppliers.
You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account regardless of whether you authorized such access or use. You agree to (a) immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for losses we or another party incur due to someone else using your account or password. You may not use anyone else’s account at any time.
You will have access to and/or be provided information that is proprietary and confidential to Shurtape, including the Distributor Information, in connection with your use of the Portal (“Confidential Information”). You agree that you will not use the Confidential Information for any purpose other than in connection with our distribution relationship, and that you will not disclose the Confidential Information to any person or entity except on a need-to-know basis for purposes consistent with such distribution relationship and who have agreed in writing or are otherwise bound as a matter of law to keep it confidential. You shall be solely responsible for ensuring that those people and entities to whom you disclose the Confidential Information use such information only to exercise rights and fulfill obligations under, pursuant to or in furtherance of the distribution relationship between you and Shurtape, while using reasonable care to keep it confidential. You may also disclose Confidential Information to the extent required by applicable legal process, provided that you use commercially reasonable efforts to: (i) promptly notify Shurtape of such disclosure before disclosing; and (ii) comply with Shurtape’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if you determine that complying with (i) and (ii) could: (a) result in a violation of legal process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual.
Without limiting any other provision set forth in these Portal Terms, you agree that any violation, or threatened violation, by you of these Portal Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
All Distributor Information is copyrighted by Shurtape or its suppliers and is subject to protection under applicable copyright and similar laws.
You agree to indemnify and hold harmless Shurtape, our members, affiliates, providers, partners (and each of their respective successors and assigns) and the officers, directors, partners, members, managers, shareholders, agents, licensees and employees of each of the foregoing from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees, that may, at any time, arise out of or relate to your authorized, unauthorized, lawful or unlawful use of the Site, Portal or any Distributor Information, your breach of these Portal Terms, your inability to access and use the Site, Portal or any Distributor Information, the use of any Linked Sites, or your reliance the Portal or any Distributor Information.
Neither party will be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
When you visit the Portal or send emails or otherwise submit materials to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email or by posting notices on the Portal. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Portal Terms.
Without limiting any other provision included in the Portal Terms, Shurtape’s provision of the Portal is subject to existing laws and legal process, and nothing in the Portal Terms is in derogation of Shurtape’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site, Portal or Distributor Information.