THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Website, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification(s) on the Website. By continuing to access or use the Website after we have posted a modification to this Agreement on the Website, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Website.
The Website is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Ace and our licensors exclusively own all right, title, and interest in and to the Website and all Content (as defined below), including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Website.
The Website contains material, such as software, text, graphics, images, and other material provided by or on behalf of Ace (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.
You may view all Content for your own personal, non-commercial use. No other use is permitted without the prior written consent of Ace. We and our licensors retain all right, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.
The trademarks, service marks, and logos of Ace (the “Ace Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Ace. Other company, product, and service names located on the Website may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Ace Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Ace Trademarks inures to our benefit.
Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
If you or any permitted user under your account provides us with feedback, comments, and suggestions with respect to the Website or our good and services (including, without limitation, our Products, as defined in the Terms of Sale) (“Feedback”), you hereby agree that we will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback in perpetuity without compensation or attribution to you or any third party.
Purchases for Personal Use
By placing an order for our Products, you certify that you are purchasing such Products for personal use only and not for resale (unless otherwise permitted in writing by Ace). We reserve the right to refuse orders for any reason at our sole and exclusive discretion. Additional terms and conditions governing your purchase of Products on the Website are set forth in the Terms of Sale.
You may choose to make purchases through the Website as a guest visitor or as a registered user (a “Registered User”). To become a Registered User, you must create an account on the Website with a unique email address and password (your “Credentials”). You may not have more than one active account. Additionally, you are prohibited from selling, trading, or otherwise transferring your Credentials or account to another party.
User Content, Licenses, Communications with Us
You expressly acknowledge and agree that once you submit User Content to the Website, there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifiable information that you may make available. YOU, AND NOT ACE, ARE ENTIRELY RESPONSIBLE FOR ALL USER CONTENT THAT YOU UPLOAD, POST, EMAIL, OR OTHERWISE TRANSMIT TO THE WEBSITE.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your User Content, your, name, likeness, and photograph in connection with any use of the related User Content permitted by the previous sentence and/or to advertise and promote the Website, the Products, and our other products, services, and offerings. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such User Content, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.
If you submit User Content to us, each such submission constitutes a representation and warranty to Ace that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that it and its use by us and our content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates this Agreement.
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information unless we request it from you in connection with a purchase. With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information, without compensation or attribution to you.
You may not:
- modify, alter, decompile, disassemble, reverse engineer, or create derivative works of this Website or its Content;
- distribute to third parties or publicly display the Content or use any portion thereof for commercial purposes, except as expressly authorized by Ace;
- scrape, copy, download, use, or distribute (whether or not for commercial purposes) any other user’s personal information;
- send other users of the Website spam, surveys, contests, chain letters, pyramid schemes, or other unsolicited bulk or junk messages;
- remove, modify, or obscure any copyright, trademark, or other proprietary notice, or any advertisements and/or safety features on the Website;
- attempt to
- (i) gain access to any portion of this Website for which you do not have authorized access,
- (ii) interfere with or interrupt the operation of this Website (including without limitation through denial of service attacks), or
- (iii) harm Ace or any user of this Site, through hacking, data mining, the use of viruses or other malware, or any other means; or otherwise use or access this Site, its Content, or any connected network, system, or database, in any way not authorized by these Terms or in violation of any law;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Website;
- take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
- upload, post, e-mail, transmit, or otherwise make available any User Content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information; and
- use the Website for any unlawful purpose.
Representations and Warranties; Indemnification
You hereby represent, warrant, and covenant that:
- You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
- Use of the Website shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
- You shall not submit to the Website any User Content that violates this Agreement.
You agree to defend, indemnify, and hold Ace, our affiliates, and our and their respective officers, directors, employees, agents, successors, licensees, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Website; (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right; and/or (iv) your gross negligence or willful misconduct. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
No Warranties; Limitation of Liability
Our limited product warranty is set forth in the terms of sale.
The website and the content are provided on an “as is” and “as available” basis without any warranties of any kind, including that the website will operate error-free or that the website, its servers, or content are free of computer viruses or similar contamination or destructive features.
Other than our limited product warranty, ace hereby disclaims all warranties, including, but not limited to, warranties of title, merchantability, non-infringement fitness for a particular purpose, and any warranties arising from a course of dealing, course of performance, or usage of trade. In connection with any warranty, contract, or common law tort claims: (i) ace and our licensors shall not be liable for any incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use or inability to access and use the website or the content, even if we have been advised of the possibility of such damages; and (ii) any direct damages that you may suffer as a result of your use of the website or the content shall be limited to $100.
Some jurisdictions, including the state of new jersey, do not allow the exclusion of certain warranties. therefore, some of the above limitations on warranties in this section may not apply to you.
The website may contain technical inaccuracies or typographical errors or omissions including, without limitation, pricing errors. Unless required by applicable laws, we are not responsible for any such typographical, technical, or other errors listed on the website. We reserve the right to make changes, corrections, and/or improvements to the website at any time without notice.
Compliance with Applicable Laws
The Website is based in the United States. We make no claims concerning whether the Website may be viewed or be appropriate for use outside of the United States. If you access the Website from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You may not access, download, use or export materials posted to the Website in violation of the export laws or regulations applicable to your or our jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to rules or principles regarding conflicts of laws.
In the event of a dispute arising under or relating to this Agreement, the Content, the Website, or any Products or services offered on the Website (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in the Section below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Digital Millennium Copyright Act
Ace respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.
If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
ITAR/EAR Export Control
The exportation of certain Ace Products is strictly prohibited without a valid export license issued by the U.S. Department of State, in accordance with International Traffic in Arms Regulations (ITAR) (22 C.F.R. 120-130) or a valid export license issued by the U.S. Department of Commerce, in accordance with the Export Administration Regulations (EAR) (15 C.F.R. 730-774).
U.S. law prohibits the sale, transfer, or export of items to certain restricted parties, destinations, and embargoed countries, as identified on lists maintained by the U.S. Department of State, the U.S. Department of Commerce, and the U.S. Department of Treasury. It is your responsibility to be aware of these lists, which can be found at the following U.S. Government websites. By purchasing any Products on the Website, you certify that you will not engage in any unauthorized transaction involving the export of our Products to any restricted parties or destinations, and you further certify that you will comply with all requirements imposed by all applicable laws, regulations and administrative policies.
Ace reserves the right to inquire into the end user, end use, and country of ultimate destination of any Product ordered on this Website. For further information regarding the applicable laws, regulations, and policies contact:
- U.S. Department of Commerce
Bureau of Industry and Security
Tel. : (202) 482-4811
- U.S. Department of State
Bureau of Political-Military Affairs
Directorate of Defense Trade Control
Tel.: (202) 663-1282
- U.S. Department of the Treasury
Office of Foreign Assets Controls
Tel.: (202) 622-2480
Termination of the Agreement
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability. The following sections shall survive any termination of this Agreement: “Intellectual Property,” “Purchases for Personal Use,” “User Content; Licenses; Communications with Us,” “Representations and Warranties; Indemnification,” “No Warranties; Limitation of Liability,” “Compliance with Applicable Laws,” “Governing Law;” “Binding Arbitration,” “Class Action Waiver,” “Digital Millennium Copyright Act,” “Equitable Relief,” and “General.”
Copyright 2020 Ace Link Industrial Inc. All rights reserved.