Ace Hardware Corporation (“Ace”) provides its vendors with limited, non-transferable, terminable access to its vendor portal website, including access to and use of software and technologies owned by or licensed to Ace (the “Website”). By accessing the Website, vendor (“Vendor”) agrees to abide by these terms and conditions, as may be amended from time to time by Ace in its sole discretion.
Website Access; Security
Vendor is responsible for obtaining the hardware and software necessary to properly access the Website. Vendor shall keep all user IDs and passwords confidential. Vendor shall be liable for any damages or losses caused by the actions of its employees, agents and subcontractors, and will not allow unauthorized individuals to access the Website. Vendor agrees to promptly notify Ace of any breach or attempted breach of security relating to the Website, and shall cooperate with Ace at Vendor’s expense in the investigation and mitigation of the effects of any such breach or attempted breach. Vendor shall not introduce any malicious code that can or will record or erase data or programming, infect, disrupt, damage, disable, or shut down the Website or any portion thereof. The Website may contain third party software and/or links to websites owned or operated by parties other than Ace, and Vendor agrees that Ace is not responsible for such third party software or websites. Vendor is solely responsible for all content submitted by Vendor to the Website.
Vendor acknowledges that the Website contains confidential and proprietary information of Ace, including information relating to the products and services of Ace, its suppliers and retailers. Vendor shall keep all such information in strict confidence and shall not disclose or use the confidential information other than in connection with its business transactions with Ace. Vendor shall be liable for any breach of these confidentiality obligations by its employees, agents and subcontractors. If Vendor receives a subpoena or other validly issued administrative or judicial process demanding Ace confidential information, Vendor will promptly notify Ace and cooperate in maintaining the confidentiality of the information to the extent possible.
“ACE”, “ACE HARDWARE” and other related trademarks, service marks and logos used and displayed on the Website are registered and unregistered trademarks of Ace. Vendor shall not have a license or right to use any such trademarks unless granted by Ace in writing. Other product and company names contained in the Website may be the trademarks of their respective owners.
NO WARRANTIES; EXCLUSION OF LIABILITY
ACE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE WEBSITE FOR ANY PURPOSE. ACCESS TO THE WEBSITE IS PROVIDED ON AN "AS IS" “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED AND ACE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. ACE SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE OR FOR ANY DAMAGE TO VENDOR'S SYSTEM OR DATA OR ANY OTHER DAMAGE VENDOR MAY INCUR IN CONNECTION WITH THE USE OF THE WEBSITE. IN NO EVENT SHALL ACE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED WITH: VENDOR’S USE OF THE WEBSITE OR ITS CONTENT OR THE DELAY OR INABILITY TO USE THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY.