GWCRYSTAL.COM ONLINE TERMS AND CONDITIONS
From time to time GW Crystal, Inc. will remind you of the Terms of Use for the various GW Crystal, Inc. products and services you may be licensing. The terms and conditions below apply to you and your company to the extent you have elected to use the products and services including but not limited to the distributor portal and online production approval process:
Non-Transferable - License Agreement
READ THESE TERMS CAREFULLY BEFORE USING THE ONLINE SERVICES. IF YOU (THE USE OF "MY", "YOU", OR "YOUR" SHALL MEAN YOU OR YOUR COMPANY FOR WHICH YOU ARE SIGNING/ACCEPTING THIS AGREEMENT) DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. BY CLICKING THE BUTTON MARKED "I ACCEPT" AND/OR YOUR CONTINUED USE OF THESE SERVICES INDICATES YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.
CHANGE IN TERMS. GW Crystal, Inc. may make changes to this Agreement at any time. Notification of any changes will be provided through the distributor portal access and may require your explicit continuing acceptance of the terms and conditions of this Agreement. Continued use shall also constitute ongoing acceptance of the terms.
1. GWCRYSTAL.COM DISTRIBUTOR PORTAL LICENSE. GWCRYSTAL.COM and GW Crystal, Inc. grant and You accept a limited, non-transferable, and non-exclusive license to use the GWCRYSTAL.COM DISTRIBUTOR PORTAL and GWCRYSTAL.COM (collectively referred to as the "Software") only for Your business purposes. You shall not use or permit others to use the Software for any other person or entity. A named user shall not share their user name or password with any other person or entity. Only employees of Your Company may be assigned a user name and password. If You become aware that any unauthorized person or entity is using a user name and/or password that has been assigned to You or one of Your employees, You shall immediately contact DistributorPortal@gwcrystal.com to inform GW Crystal, Inc. that your credentials have been compromised. You also agree to contact DistributorPortal@gwcrystal.com in the event all or any user accounts at your company are no longer active or authorized to use the Software. You shall not download, translate, de-compile, modify, rent, lease, data scrap, or reverse engineer the Software except You may download information as part of Your normal distributor commerce activity as authorized. Upon termination of the Agreement, You are responsible for erasing, discarding, or returning information that has been received, reproduced and/or stored during the use of the Software.
2. SYSTEM AVAILABILITY. GW Crystal, Inc. will make reasonable efforts to ensure that the Software, GWCRYSTAL.COM, and GWCRYSTAL.COM DISTRIBUTOR PORTAL are available during normal business hours. However, you understand and accept that due to technical problems, human error, loss of utilities, flooding, internet connection disruption and/or maintenance reasons, the Software, GWCRYSTAL.COM, and GWCRYSTAL.COM DISTRIBUTOR PORTAL may not be available seven (7) days a week and twenty-four (24) hours a day and that GW Crystal, Inc. shall bear no responsibility for such downtime.
3. SUB-SURFACE ENGRAVING PATENT. GW Crystal, Inc. designs and manufactures crystal awards and promotional products and these products may include laser subsurface engraved glass and crystal.
The laser subsurface engraving of glass, crystal, and other clear solid material is patented in the US under patent 5,206,496, (“the ‘496 Patent”) which is valid and enforceable through 2012. This patented process and these patented products are also protected under equivalently claimed and commonly owned international patents, including patents in the EU, UK, Germany, France, Hong Kong, and Japan among other countries. GW is a licensed manufacturer in good standing of products and manufacturing apparatus under the ‘496 Patent, which includes the Engraved Products. As a GW CRYSTAL.COM DISTRIBUTOR PORTAL licensee in good standing You and your customer are also covered for any products produced by GW Crystal, Inc. under the GW Crystal, Inc. license for these patents.
4. CONFIDENTIALITY. You agree to maintain strict confidentiality of Confidential Information extending for the term of and extending for 5 years beyond any termination of the use of GWCRYSTAL.COM DISTRIBUTOR PORTAL Services.
Confidential Information includes pricing, price quotations, designs, marketing materials, product images, digital proofs, pre-production samples, 3D images, 3D models, 2D images, 2D models, product renderings, orthographic projection images, and all proprietary work products not specifically authorized in writing for disclosure.
Disclosure of any design, product sample, pricing, price quotations, or other valuable proprietary information, to a competitor of GW Crystal, Inc. either directly or indirectly is a breach of this confidentiality agreement and will result in termination of this license to use the GW CRYSTAL.COM DISTRIBUTOR PORTAL services. Other damages may apply.
You agree that speculative and pre-production designs and samples are proprietary and highly confidential and may only be shared directly with You, Your customer and third parties ONLY AS AUTHORIZED SPECIFICALLY IN WRITING by GW Crystal, Inc. Speculative and pre-production designs, samples and all other confidential information may not be sent to or shared with any other distributor, retailer, wholesaler, customer, reseller or manufacturer of engraved products at any time.
5. USE OF COPYRIGHTED MATERIAL AND TRADEMARKS. All images, designs, including all content and every element of such content submitted to GW Crystal Inc. by You is either owned by You or licensed by You, completely free and clear of all rights and encumbrances by any third party.
The right to use, duplicate, distribute, whether for profit, or commercial use, or for any other purpose, of any copyrighted material, registered or unregistered trademarks, designs or images containing protected likenesses or having publicity rights, or any image or content not explicitly authorized by the owner of such rights submitted to GW Crystal, Inc. by You is the sole and complete responsibility of The Company.
You indemnify GW Crystal, Inc. against any and all damages arising from any action resulting from any claim by a third party for infringement or any other damages related to a design or image submitted to GW Crystal, Inc. by You, including all attorneys fees and costs.
GW Crystal, Inc. owns and claims the exclusive right to use certain trademarks, including the trademarks GW Crystal, the GW logo, PhotoCrystal HD, and the registered marks Brilliance in Crystal® and Captured in Crystal®. You are not authorized or permitted to use any of these marks at any time without express prior written permission from GW Crystal, Inc.
6. DISCLAIMER. GW Crystal, Inc. shall not be responsible for any claim or damages arising from or connected with any inaccurate or incomplete information delivered to You through the GWCRYSTAL.COM Distributor Portal or other products and services provided to You as part of this Agreement (collectively referenced to as "GW Crystal Distributor Portal Services"). GW Crystal, Inc. shall not be responsible for any application of any data, pricing or results, intended or unintended, obtained through the use of the GW Crystal Distributor Portal Services. GW Crystal, Inc. shall not be responsible for the corruption of any of Your data, software, or equipment when used in conjunction with the GW Crystal Distributor Portal Services. GW CRYSTAL DISTRIBUTOR PORTAL SERVICES ARE PROVIDED "AS IS". GW CRYSTAL, INC. DISCLAIMS ANY AND ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ACCURACY FOR INFORMATION. IN NO EVENT SHALL GW CRYSTAL, INC. BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST REVENUES OR PROFITS REGARDLESS OF THE FORM OF THE ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF GW CRYSTAL, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. TERM & TERMINATION. The terms of this Agreement will apply for as long as You license the services requested. GW Crystal, Inc. may cancel this Agreement if You breach any provision of this Agreement. GW Crystal, Inc. may temporarily or permanently suspend services or portal access at any time for any reason, including the identification of suspicious user activity. UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT, THE COMPANY WILL CEASE USE OF THE GW CRYSTAL DISTRIBUTOR PORTAL SERVICES AND MATERIAL IN ITS POSSESSION AND WILL PROMPTLY RETURN THE SAME TO GW CRYSTAL, INC.
8. TITLE. You agree that GW Crystal, Inc. owns all proprietary rights, including patent, copyright, trade secret, trademark, and other proprietary rights in the Software, GWCRYSTAL.COM, and the GW Crystal Distributor Portal Services and material.
9. GOVERNING LAW, JURISDICTION, AND ATTORNEY’S FEES. This Agreement shall be governed in accordance with the laws of the State of California without giving effect to any choice or conflicts of law. Any action at law, suit in equity, or other judicial proceeding concerning this Agreement shall be instituted only in a California State Court in Los Angeles or San Bernardino Counties, or a United States Federal Court in the Central District of California. You agree to the jurisdiction and venue in these courts. You agree to reimburse GW Crystal, Inc. for its reasonable costs, including attorney fees, to enforce this Agreement including the collection of any unpaid or outstanding fees or payments owed to GW Crystal, Inc. by You.
10. WAIVER. The failure of either party to enforce any rights under this Agreement shall not be considered a waiver by that party as to subsequent enforcement of rights in the event of future breaches.
11. OTHER INTERACTIVE SERVICES AND COMMUNICATIONS.
You agree not to:
Post, transmit, or communicate by any means any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent or otherwise objectionable information of any kind, including without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
Post or transmit any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder.
12. ENTIRE AGREEMENT, OTHER DOCUMENTS, & INTERPRETATION.
This is the entire Agreement between the parties and supersedes all other written and oral arrangements between the parties relating to the subject matter hereof. The terms and conditions of this Agreement shall govern not withstanding any inconsistent or additional terms and conditions on any purchase order or other documents You submit to GW Crystal, Inc. No presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by a particular party. If there is an inconsistency between this Agreement and a product or service specific agreement subsequently provided to You by GW Crystal, Inc., the terms of the product or service agreement shall apply. All other terms in this Agreement will remain in effect.
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