Custodial Partners Online Ordering

TERMS AND CONDITIONS OF USE

CUSTODIAL PARTNERS TERMS AND CONDITIONS OF USE

Date of Last Revision:  May 10, 2016

Please read these Terms and Conditions of Use (the “Terms”) carefully before using this website.  These Terms set forth the legally binding terms and conditions for your use of the website at www.custodialpartners.com, including its related website at catalog.custodialpartners.com (collectively, the “Site”) owned and operated by Custodial Partners LLC (“Custodial Partners”).

By using the Site in any manner, including simply browsing or accessing the Site, you agree to be bound by these Terms.

ACCEPTANCE OF TERMS

The Site, including its content, is offered subject to acceptance of all of the terms and conditions in these Terms, the Privacy Policy (available at http://www.custodialpartners.com/privacy-policy/) and all other policies and requirements that may be posted by Custodial Partners on the Site, from time to time (collectively, the “Other Policies”), each of which are expressly incorporated into, and made a part of, these Terms by this reference.

Custodial Partners reserves the right to revise any of these Terms (including any of the Other Policies), at any time and in its sole discretion, without notice, by posting the revised Terms (or such Other Policies) on the Site.  Continued use of the Site, following that posting constitutes your acceptance of the revised Terms (or such Other Policies).  It is your responsibility to check these Terms and Other Policies periodically to understand the terms and conditions that apply.

If Custodial Partners makes any change directly to these Terms, it will update the “Date of Last Revision” above.

Custodial Partners reserves the right to modify, suspend or discontinue the Site (or any features of the Site), or impose limits on, or restrict access to, all or any portion of the Site, at any time for any reason, without notice or liability.

As used in these Terms, the following words have the following meanings:

  • “content” means all content, including videos, photographs, images, logos, artwork, graphics, audio clips, data, text, software, scripts, other material, data and information, and associated trademarks and copyrightable works that are made available or accessible through, by or on the Site, other websites, email or other media;
  • “partners” means all licensors, suppliers, vendors and service providers of Custodial Partners; and
  • “representatives” means, with respect to any person or entity, its affiliates (including owners or parent or subsidiary entities), directors, officers, employees, independent contractors and agents.

TERMS OF ACCESS AND USE

You agree that the Site is provided for informational purposes only.  By accessing or using the Site, you agree NOT to use or access the Site, for any illegal, unlawful or inappropriate purpose, including to:

  • publish or share content or communication that (1) is pornographic, obscene or indecent, (2) is abusive, threatening or harassing, (3) advocates bigotry, religious, racial or ethnic hatred, (4) is false, deceptive, misleading, (5) is designed to defraud any person or entity, or (6) infringes or violates any intellectual property, privacy, publicity or other rights of any person or entity;
  • send unsolicited or unauthorized communications, promotions or advertisements, or spam, or send or upload any content or communications that contains any viruses, malware, Trojan, or other computer code designed to interrupt, destroy, overload, or limit the functionality of the Site, or intercept or expropriate any data or personal information;
  • attempt (or actually) circumvent, disable, violate, interfere with, or probe, test or scan the vulnerability of, the security or integrity of the Site or its operation;
  • place any link to the Site on any other website or location on the internet, without the prior written consent of Custodial Partners, or to embed the Site as an “iframe” or “frame” from within another application or site;
  • co-brand the Site (or any portion thereof) or attribute ownership or any rights in or to the Site or content to any person or entity other than Custodial Partners;
  • harvest, collect, scrape, create abstracts from, modify or, except as expressly permitted by these Terms, use or disclose, any content or information from the Site;
  • use or launch any automated system, including “robots”, “spiders” or “offline readers”, that access the Site or its content, including related links, in any manner; or
  • access or use the Site or any Custodial Partners content for any competitive purpose (including to build a competitive site, products or services).

You acknowledge that you are solely responsibility for any of your actions, omissions, conduct or information that violates these Terms (including any of the Other Policies).

INFORMATION THAT YOU PROVIDE

Certain sections of the Site allow you to contact Custodial Partners by making a submission through the Site, including under the “Contact Us” and “Employment Listings” sections.  The Site also provides information for contacting Custodial Partners by other means (including email or fax).  In addition, the “Order Online” section of the Site allows you to submit to Custodial Partners a request for a price quote on its online catalog products.

You acknowledge that: (1) the Site is hosted on a third-party server and uses the Internet for data transfer, (2) Custodial Partners uses Internet-connected servers to store data and while it uses commercially reasonable security measures with respect to its servers, no security measures are 100% effective, (3) Internet communications have inherent insecurities, and (4) as such, Custodial Partners cannot make any representation or warranty that the security of any information that you provide will not be compromised.  For example, if you elect to provide your resume or submit your employment inquiry to Custodial Partners (including by submitting your inquiry through the Site), you should be mindful about the types of information that you choose to include on your resume and should never include sensitive data (such as your social security number).

You agree that all information that you provide to Custodial Partners (whether submitted through the Site or such other means) will be treated as non-confidential, except as otherwise set forth in Custodial Partners Privacy Policy, and non-proprietary.  You may not provide to Custodial Partners (whether through the Site or such other means) any confidential or proprietary information (unless Custodial Partners has provided you with its prior written consent to such submission) or any unsolicited ideas or proposals under any circumstance.  By providing any such information or other materials to Custodial Partners, you hereby (1) grant to Custodial Partners, its partners and the respective representatives of Custodial Partners and each such partner, an unlimited, unrestricted, irrevocable, non-exclusive, world-wide, royalty free, fully-paid, assignable and sublicensable license to use such information and materials in connection with the operation of the Site or other business purposes of Custodial Partners, including a right to sell, copy, distribute, transmit, modify, publicly display, publicly perform, reproduce, edit, translate, delete, reformat and otherwise fully exploit any such information and materials; and (2) agree that Custodial Partners is free to use any ideas, concepts, designs or know-how that you provide to Custodial Partners (whether through the Site or such other means).

ONLINE USER ACCOUNT

The “Order Online” portion of the Site provides existing customers of Custodial Partners with an optional ability to register for an online account for use with the online catalog and submitting requests for pricing quotes.  Note that the online catalog feature of the Site is designed for viewing available products and submitting requests for quotes only.  Actual orders, purchases and payments (whether by credit card or otherwise) cannot be conducted online, and Custodial Partners will not accept them, via the Site.

To create an online account, you must be: (1) at least 18 years of age, (2) authorized to register your business (whether it be a corporation, LLC or some other entity or association) for the online account, (3) your business must be validly and duly registered, established, or incorporated under applicable state and federal law, and (4) resident of, or incorporated or formed in, the United States of America.

Custodial Partners reserves the right, in its sole discretion, to: (1) refuse to accept any registration for an online account and to change its eligibility criteria at any time, without notice or liability, and (2) terminate, remove or suspend, at any time and for any reason, any online account.

An online account user: (1) is solely responsible for maintaining the confidentiality of its user name, password and account, and for any and all statements made, or acts or omissions that occur, through the use of its user name, password and account; (2) may not transfer or otherwise assign its account; and (3) shall use, and shall instruct its authorized personnel to use, all reasonable means to secure user names and passwords, and shall promptly notify Custodial Partners if it suspects that any user name and password have been compromised.

THIRD-PARTY SITES, CONTENT AND SERVICES

Certain third-party websites, content, information, documents, software, materials, products, services or resources may be, from time to time, accessible by hyperlink from, or otherwise available on or from using, the Site or websites linking to the Site (collectively, “Third Party Resources”).  These Third Party Resources are not under the control of Custodial Partners, and Custodial Partners has not reviewed the content, function, accuracy, legality, security, appropriateness or any other aspect of such Third Party Resources.  When you leave the Site, you should be aware that the terms and policies of Custodial Partners no longer govern.  You should review the applicable terms and policies, including privacy and data gathering, use or disclosure practices, of any website to which you navigate from the Site, including any Third Party Resources.

DISCLAIMER OF WARRANTIES

THE SITE AND CONTENT INCLUDED ON OR THROUGH THE SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES (1) AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OR (2) IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE.  CUSTODIAL PARTNERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES.

WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CUSTODIAL PARTNERS NOR ITS PARTNERS, NOR ANY REPRESENTATIVES OF CUSTODIAL PARTNERS OR ANY OF ITS PARTNERS, MAKES ANY REPRESENTATION, WARRANTY OR GUARANTY THAT: (1) USE OF THE SITE WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (2) THE SITE OR ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE, IS OR WILL BE MISTAKE OR ERROR FREE, ACCURATE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (3) THE SITE WILL MEET ANY OF YOUR REQUIREMENTS.

ANY USE OF THE SITE (OR RELIANCE ON STATEMENTS MADE ON, OR CONTENT INCLUDED ON, THE SITE) IS SOLELY AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTODIAL PARTNERS MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTIES REGARDING ANY THIRD PARTY RESOURCE OR TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH ANY SUCH THIRD PARTY RESOURCE, AND YOU UNDERSTAND AND AGREE THAT ALL SUCH THIRD PARTY RESOURCES OR TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK.

LIMITATION OF CERTAIN RIGHTS AND LIMITATION OF LIABILITY

YOU HEREBY AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY:

  • ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST BE COMMENCED BY YOU AGAINST CUSTODIAL PARTNERS WITHIN ONE YEAR AFTER THE DATE OF YOUR FIRST ACCESS OR USE OF THE SITE, OR SHALL BE FOREVER BARRED;
  • YOUR exclusive remedy, and the entire liability of CUSTODIAL PARTNERS, if any, for any claims arising out of these TERMS, INCLUDING THE OTHER POLICIES, OR THE SITE, shall be limited to ONE HUNDRED U.S. DOLLARS ($100.00);
  • In NO EVENT SHALL CUSTODIAL PARTNERS, ANY OF ITS PARTNERS, OR ANY REPRESENTATIVES OF CUSTODIAL PARTNERS OR ANY OF ITS PARTNERS, BE RESPONSIBLE OR LIABLE TO YOU FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, LIQUIDATED, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR ANALOGOUS DAMAGES, INJURIES, LOSSES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER, INCLUDING ANY LOSS OF PROFITS, PRIVACY, USE OR DATA, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • IN NO EVENT SHALL CUSTODIAL PARTNERS OR ANY OF ITS REPRESENTATIVES, BE RESPONSIBLE OR LIABLE IN ANY WAY FOR OR IN CONNECTION WITH ANY THIRD PARTY RESOURCES.

THE LAWS OF SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS OR DISCLAIMERS OF IMPLIED WARRANTIES OR CERTAIN LIMITATIONS OF RIGHTS OR LIABILITY, AND IF THESE LAWS APPLY, THEN CERTAIN OF THE ABOVE LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless each of Custodial Partners, its partners, and the respective representatives of Custodial Partners and each such partner, from and against any and all actual or alleged liabilities, damages, losses, claims, costs and expenses, including attorneys’ fees and court costs, that arise out of or relate to (1) your use or misuse of the Site or any content available on the Site or provided by Custodial Partners, (2) your violation of these Terms (or any of the Other Policies), or (3) any violation by you of applicable law.

INTELLECTUAL PROPERTY RIGHTS

Copyright © 2016 Custodial Partners LLC.  All Rights Reserved.  The Custodial Partners logo is a trademark of Custodial Partners.  All other logos or trademarks are the property of their respective owners.  Notwithstanding anything to the contrary in these Terms, nothing in these Terms grants you any right to use, copy or modify any trademark, logo or the name of Custodial Partners.

You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any content accessed through the Site.

Subject to these Terms, including the Other Policies, Custodial Partners grants to you a limited, non-exclusive, revocable, terminable, non-sublicensable, non-assignable and non-transferable license to use a single copy of the content available on the Site solely for your informational and non-commercial use only.  Use of any such content, except for this informational and non-commercial use, and any copying, reproduction, modification, distribution, republishing, uploading, posting, public performance, displaying, transmitting or storage of any such content for any purpose or use, is strictly prohibited.  All rights not expressly granted to you are reserved by Custodial Partners and its partners.

INTERNATIONAL USE

Custodial Partners controls and operates the Site from the United States of America, and all information on the Site is processed within the United States.  Although the Site may be accessible worldwide, Custodial Partners does not represent that the Site or any content on the Site, is appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited.  Those who choose to access the Site from other locations, do so on their own initiative and are responsible for compliance with local laws.  Any offer for any product, service and/or information made in connection with the Site is void where prohibited.

APPLICABLE LAW, INTEGRATION, SEVERABILITY, CONSTRUCTION AND ELECTRONIC COMMUNICATION

These Terms (including the Other Policies) and any use of the Site is governed by and construed according to the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act.  By using the Site, you hereby (1) consent and agree to submit to personal jurisdiction and exclusive venue in the state and federal courts located in Boston, Massachusetts, and (2) irrevocably waive any right you may have to a trial by jury in any dispute, action or proceeding.  You further agree that the Site is deemed a passive website that does not give rise to personal jurisdiction over Custodial Partners or its representatives, successors or assigns, in any jurisdiction other than the Commonwealth of Massachusetts.

The failure of Custodial Partners to enforce any right or provision of these Terms (including any of the Other Policies) shall not constitute a waiver of such right or provision.  In the event any provision of these Terms (including any of the Other Policies) is found to be unenforceable, invalid, void, or illegal, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms or Other Policies, as the case may be, will otherwise remain in full force and effect and enforceable.  Any reference in these Terms to (1) any words of gender shall include each other gender, including the neuter, unless the context requires otherwise, and (2) “including” shall mean and be a reference to “including without limitation”.  Any provision of these Terms which should, by its nature, survive termination is deemed to do so, including any provisions addressing the ownership or use of intellectual property, and indemnity, warranty and limitation on liability provisions.

You (1) acknowledge and agree that when visiting the Site or sending emails to Custodial Partners, you are communicating with Custodial Partners electronically, (2) hereby consent to receive communications from Custodial Partners electronically, (3) acknowledge and agree that Custodial Partners may communicate with you by email or by posting notices on the Site, and (4) agree that all agreements, notices, disclosures and other communications that Custodial Partners provides electronically satisfy any legal requirement that such communications be in writing.

Nothing in these Terms shall prohibit, in any way, Custodial Partners from complying with applicable laws and regulations.

QUESTIONS AND COMMENTS

Thank you for reading and agreeing to these Terms.  Please direct any questions or comments regarding these Terms by email to joseph.sousa@zampell.com.