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| Terms |
| Acceptance of Terms of Use |
| This Irwin Industrial Terms of Use Agreement (“this Agreement”) states the
terms and conditions under which you may access and use the Irwin Industrial
Web site located at: http://www.irwin-ind.com.
By accessing and using the Web site you are indicating your acceptance to be
bound by the terms and conditions of this Agreement. |
| If you do not accept these terms and conditions, you must not access or use the
Web site. IF YOU ARE DISSATISFIED WITH THE TERMS, CONDITIONS, RULES, POLICIES,
GUIDELINES OR PRACTICES OF THE Irwin Industrial Ltd. OPERATING WEB SITE, YOUR
SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING IT.
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| Irwin Industrial Ltd. may revise this Agreement at any time by updating this
posting. Use of the Web site after such changes are posted will signify your
agreement to these revised terms. You should visit this page periodically to
review this Agreement.
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| Ownership |
| All materials displayed or otherwise accessible through the Web site,
including, without limitation, news articles, text, photographs, images,
illustrations, audio clips, video clips, computer software and code
(collectively, the Content) are protected under Canadian and foreign copyright
or other laws, and are owned by Irwin Industrial Ltd., its licensors or the
party accredited as the provider of the Content. In addition, the Web site is
protected under copyright law as a collective work and/or compilation pursuant
to Canadian and foreign laws. |
| You shall abide by all additional copyright notices, information and
restrictions on or contained in any of the Content accessed through the Web
site. ANY USE, REPRODUCTION, ALTERATION, MODIFICATION, PUBLIC PERFORMANCE OR
DISPLAY, UPLOADING OR POSTING ONTO THE INTERNET, TRANSMISSION, REDISTRIBUTION
OR OTHER EXPLOITATION OF THE WEBSITE OR OF ANY CONTENT, WHETHER IN WHOLE OR IN
PART, OTHER THAN EXPRESSLY SET OUT HEREIN, IS PROHIBITED WITHOUT THE EXPRESS
WRITTEN PERMISSION OF Irwin Industrial Ltd.
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| Trademarks |
| Supplier logo’s, banners or Other names, words, titles, phrases, logos,
designs, graphics, icons and trademarks displayed on the Web site may
constitute registered or unregistered trademarks of Irwin Industrial Ltd. or
third parties. While certain trademarks of third parties may be used by Irwin
Industrial Ltd. under license, the display of third-party trademarks on the Web
site should not be taken to imply any relationship or license between Irwin
Industrial Ltd. and the owner of said trademark or to imply that Irwin
Industrial Ltd. endorses the wares, services or business of the owner of said
trademark. Nothing contained on the Web site should be construed as granting
you any license or right to use any trademark logo or design of Irwin
Industrial Ltd. or any third party, without the written permission of Irwin
Industrial Ltd. or the respective owner of any third-party trademark.
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| DISCLAIMER OF WARRANTIES |
| THE WEB SITE AND ALL CONTENT IS PROVIDED AS IS. BY ACCESSING AND USING THE WEB
SITE YOU ACKNOWLEDGE AND AGREE THAT USE OF THE WEB SITE AND THE CONTENT IS
ENTIRELY AT YOUR OWN RISK. IRWIN INDUSTRIAL LTD. MAKES NO REPRESENTATIONS OR
WARRANTIES REGARDING THE WEB SITE AND THE CONTENT, INCLUDING, WITHOUT
LIMITATION, NO REPRESENTATION OR WARRANTY (I) THAT THE WEB SITE AND/OR CONTENT
WILL BE ACCURATE, COMPLETE, RELIABLE, SUITABLE OR TIMELY; (II) THAT ANY
CONTENT, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, DATA, SOFTWARE,
PRODUCT OR SERVICE CONTAINED IN OR MADE AVAILABLE THROUGH THE WEB SITE WILL BE
OF MERCHANTABLE QUALITY OR FIT FOR A PARTICULAR PURPOSE; III) THAT THE
OPERATION OF THE WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE; (IV) THAT
DEFECTS OR ERRORS IN THE WEB SITE WILL BE CORRECTED; (V) THAT THE WEB SITE WILL
BE FREE FROM VIRUSES OR HARMFUL COMPONENTS; AND (VI) THAT COMMUNICATIONS TO OR
FROM THE WEB SITE WILL BE SECURE OR NOT INTERCEPTED.
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| LIMITATION OF LIABILITY |
| SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL IRWIN INDUSTRIAL LTD., ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR
DAMAGES IN THE NATURE OF OR RELATING TO LOST BUSINESS, LOST SAVINGS, LOST DATA
AND/OR LOST PROFITS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT
(INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE
FOREGOING LIMITATION SHALL APPLY EVEN IF IRWIN INDUSTRIAL LTD. KNEW OF OR OUGHT
TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. |
| IN NO EVENT SHALL IRWIN INDUSTRIAL LTD., ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR
DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT (INCLUDING
FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF IRWIN
INDUSTRIAL LTD. HAS BEEN ADVISED OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF
SUCH DAMAGES. |
| IN NO EVENT SHALL IRWIN INDUSTRIAL LTD., ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY
LOSS OR DAMAGE ARISING FROM THE FAILURE OF IRWIN INDUSTRIAL LTD. OR YOUR
FAILURE TO PROTECT YOUR PASSWORD OR ACCOUNT INFORMATION. |
| IRWIN INDUSTRIAL LTD. EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS,
OMISSIONS OR CONDUCT OF ANY THIRD-PARTY USER OF THE WEB SITE OR ANY ADVERTISER
OR SPONSOR OF THE WEBSITE (COLLECTIVELY, THIRD-PARTY USER). UNDER NO
CIRCUMSTANCES SHALL IRWIN INDUSTRIAL LTD. AND ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS LICENSORS, BE LIABLE FOR ANY INJURY, LOSS, DAMAGE (INCLUDING
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) OR EXPENSE ARISING IN
ANY MANNER WHATSOEVER FROM (I) THE ACTS, OMISSIONS OR CONDUCT OF ANY
THIRD-PARTY USER; AND (II) ANY USE OR INABILITY TO USE ANY MATERIALS, SOFTWARE,
CONTENT, GOODS OR SERVICES LOCATED AT OR MADE AVAILABLE AT ANY WEB SITE LINKED
TO OR FROM THE WEB SITE. |
| IF YOU DECIDE TO ACCESS OR USE ANY LINKED WEB SITE OR CONTENT, MATERIALS,
SOFTWARE, GOODS OR SERVICES FROM A WEB SITE LINKED TO THE WEB SITE, YOU DO SO
ENTIRELY AT YOUR OWN RISK. |
| YOU HEREBY RELEASE IRWIN INDUSTRIAL LTD. AND ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY DAMAGES
THAT YOU INCUR, AND AGREE NOT TO ASSERT ANY CLAIMS AGAINST THEM, ARISING FROM
YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE WEB
SITE OR BY THIRD PARTIES THROUGH THE WEB SITE.
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| Indemnity |
| You agree to indemnify, defend and hold harmless Irwin Industrial Ltd. and its
officers, directors, employees, agents, licensors and their respective
successors and assigns, from and against any and all claims, demands,
liabilities, costs or expenses whatsoever, including, without limitation, legal
fees and disbursements resulting directly or indirectly from: (i) your breach
of any of the terms and conditions of this Agreement; (ii) your access, use or
inability to access or use the Web site or any Web site to which the Web site
is or may be linked to from time to time; (iii) your use of, reliance on,
publication, communication or distribution, uploading or downloading of
anything on or from the Web site; and/or (iv) your violation of any law or
regulation.
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| General |
| Any consent by Irwin Industrial Ltd. to, or waiver of, a breach of this
Agreement which you have committed, whether express or implied, shall not
constitute a consent to, or waiver of, any other, different or subsequent
breach. You may not assign or transfer this Agreement or any right or
obligation hereunder. If any term or provision of this Agreement is held by a
court of competent jurisdiction to be invalid, it shall be severed and the
remaining provisions shall remain in full force without being invalidated in
any way. This Agreement is not intended to create a partnership, joint venture,
or agency relationship between the parties. Except for any agreements with
Irwin Industrial Ltd. that expressly reference this Agreement, this is the
entire agreement between you and Irwin Industrial Ltd. relating to the matters
contained herein.
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| Registration |
| To access and use certain features of the Web site, you may be asked to
register with the Web site. You agree (i) to provide true, accurate, current
and complete information about yourself as prompted by any registration form;
and (ii) to maintain and promptly update the information you provide to keep it
true, accurate, current and complete. If Irwin Industrial Ltd. has reasonable
grounds to suspect that such information is untrue, inaccurate, not current or
incomplete, Irwin Industrial Ltd. has the right to suspend or terminate your
access to and use of the Web site (or any portion thereof). Irwin Industrial
Ltd.’s use of any personally identifying information you provide as part of the
registration process is governed by the terms of Irwin Industrial Ltd.’s
Privacy Policy.
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| Passwords |
| To use certain features of the Web site, you may also need a username and
password, which you will receive through the Website registration process. You
are responsible for maintaining the confidentiality of the password and
account, and are responsible for all activities that occur under your password
or account. You agree to notify Irwin Industrial Ltd. immediately of any
unauthorized use of your password or account or any other breach of security,
and to ensure that you exit from your account at the end of each session. Irwin
Industrial Ltd. cannot and will not be liable for any loss or damage arising
from Irwin Industrial Ltd.’s failure or your failure to protect your password
or account information.
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| Security |
| Please note that information sent or received over the Internet is generally
unsecure and Irwin Industrial Ltd. cannot and does not make any representation
or warranty concerning security of any communication to or from the Web site or
any representation or warranty regarding the interception by third parties of
personal or other information.
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| Termination |
| Irwin Industrial Ltd. may at any time, without notice, in its sole discretion
and without cause, terminate your right to access or use the Web site, (or any
portion thereof). Irwin Industrial Ltd. may also terminate your right to access
and use the Web site, or any part of the Web site, if you breach any term or
condition of this Agreement.
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| Linking |
| The Web site contains links to third-party web sites. These links are provided
solely as a convenience to you and not as an endorsement by Irwin Industrial
Ltd. of the contents of such third-party web sites. Irwin Industrial Ltd. is
not responsible for the content of any third-party web site, nor does it make
any representation or warranty of any kind regarding any third-party web site
including, without limitation (i) any representation or warranty regarding the
legality, accuracy, reliability, completeness, timeliness, suitability of any
content on any third-party web site; (ii) any representation or warranty
regarding the merchantability or fitness for a particular purpose of any
material, content, software, goods or services located at or made available
through such third-party web sites; or (iii) any representation or warranty
that the operation of the third-party web sites will be uninterrupted or error
free, that defects or errors in such third-party websites will be corrected or
that such third-party websites will be free from viruses or other harmful
components.
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| Software Licenses and Ownership |
| All software embedded in or located on or at the Web site, including, without
limitation, all computer code of all types, including all files and/or images
contained in or generated by such software (Software) is protected by copyright
and may be protected by other rights. All such Software is owned by Irwin
Industrial Ltd., its licensors or the party accredited with ownership of such
Software. You are hereby granted the right to access and use the Software
embedded and integrated into the Web site, subject to (i) the terms and
conditions of this Agreement, and (ii) any additional conditions which may be
imposed on your access and use of such Software. |
| If the Web site provides Software for download, unless otherwise provided, you
are hereby granted, subject (i) to the terms of this Agreement and (ii) to any
other terms and conditions that may apply to your downloading and use of such
Software, a personal, non-transferable, non-exclusive license to (i) install
and run one copy of the Software in object-code format on a non-networked
computer for your personal, non-commercial use; and (ii) to reproduce the
Software only as reasonably required to install, run and make reasonable backup
copies as allowed by law. |
| Except to the extent expressly permitted in this Agreement, you may not: (i)
use, reproduce, modify, adapt, translate, upload, download or transmit the
Software in whole or in part; (ii) sell, rent, lease, licence, transfer or
otherwise provide access to the Software; (iii) alter, remove or cover any
trademarks or proprietary notices included in the Software; and/or (iv)
decompile, disassemble, decrypt, extract or reverse engineer the Software or
assist others in doing so. |
| Nothing contained in the Web site shall be construed as granting you any right,
title, interest or other license in or to any Software embedded or integrated
into the Web site or made available for download from the Web site, including,
but not limited, to any intellectual property rights in the Software. |
| All Software embedded or integrated into the Web site is provided As Is,
without warranties of any kind, either expressed or implied, including, without
limitation, any warranty (i) that the Software is of merchantable quality or is
fit for any particular purpose; (ii) that the Software will conform with any
specification(s) relating to the Software; (iii) that the Software will be free
from material defects; (iv) that the Software contains no computer viruses or
other contaminants; or (v) that the Software shall process date and
tine-related data without causing any processing interruptions, termination or
process or manipulate any time-related data.
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| Governing Law and Jurisdiction |
| The Web site (excluding linked Web sites) is controlled by Irwin Industrial
Ltd. from its offices within the Province of Ontario, Canada. By accessing or
using the Web site, you agree that all matters relating to your access to, or
use of, the Web site and/or the Content shall be governed by the laws of the
Province of Ontario and the laws of Canada, without regard to the conflict of
laws principles thereof. You agree and hereby submit to the non-exclusive
jurisdiction of the Federal Court of Canada and/or the courts of the Province
of Ontario with respect to such matters. You agree that the provisions of the
United Nations Convention on Contracts for the International Sale of Goods
shall not apply.
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