Terms and Conditions

Welcome to the D. P. Nicoli, Inc. Extranet Site (the “Site”). The Site is owned and operated by D. P. Nicoli, Inc. (“DPN”) for use by its Customers. Access to and use of this Site requires registration and is controlled by a password. Only authorized employees of a DPN’s registered Customers may access and use the Site, and all such registration and use is subject to strict compliance with these Terms and Conditions of Use (the “Terms”). 1) Important Defined Terms. “Account” means the account of the Customer, which may be accessed using this Site. “Account Information” means billing, invoice, delivery, and other similar information related to a Customer’s Account. “Authorized Person” or “Authorized Persons” shall mean the employee(s) of the Customer authorized by the Customer to access and use this Site. DPN reserves the right to limit the number of Authorized Persons for any Customer Account. “Content” means any and all text, graphics, logos, trademarks, trade names, service marks, slogans, domain names, audio, video, data compilations, tools, software, and any other material or information used on or in connection with the Site. “Customer” shall mean the customer of DPN that has been registered with DPN to access its Account using this Site. “Developer” means Web NW, Inc., an Oregon corporation, a third-party service provider that developed the Site for DPN and provides ongoing Site-related services to DPN. “Hosting Service Provider” means Sterling Communications, Inc., an Oregon corporation, a third-party service provider that provides internet hosting services for the Site. “Law” or “Laws” means any applicable federal, state, local, or international law, regulation, or ordinance. “Unauthorized Person” or “Unauthorized Persons” shall mean anyone other than an Authorized Person. “Users” shall mean Customer and its Authorized Persons. “User” shall mean Customer and/or any Authorized Person, as the context requires. 2) Registration; Acceptance of Agreement. In order to access and use this Site, each Customer must register to access its Account via the Site and provide information related to up to two (2) Authorized Persons who will be allowed to access the Account using passwords selected by Customer. Each Customer is solely responsible for all activity that occurs under its Account and/or password, whether by an Authorized Person or otherwise, including without limitation any Content or other materials provided from or through the Account. Users must maintain the confidentiality and security of the Account password and login information, and Customers must notify DPN immediately of any breach of security or unauthorized use of the Account. By registering and accessing this Site, Users are accepting and agreeing to be bound by these Terms. Please read these Terms completely and carefully before using the Site. Questions about the Site or these Terms should be directed to DPN. DPN may modify these Terms from time to time, without notice, effective upon posting on the Site, and the continued access or use of the Site by a User constitutes the User’s acceptance of all such modifications. The current version of these Terms will be posted on the Site, and Users should review the Terms prior to using the Site. 3. Electronic Communication. By visiting the Site or communicating with DPN by e-mail, Users are communicating with DPN electronically, and Users are consenting to receive electronic communications from DPN. Users hereby agree that any communication that DPN provides electronically, including by posting to the Site, satisfies any legal requirement that a communication must be in writing. 4. Privacy; Security. DPN collects a variety of User information and will use this information for sales and support of its products and services and those of its affiliates. Such information will not be intentionally used or disclosed by DPN to unaffiliated third parties, except: (a) at the User’s request or permission; (b) as required by a court or government agency; (c) to enforce these Terms; (d) to respond to any claim by a User or a third party; or (e) to protect or assert DPN’s rights. DPN takes reasonable steps to protect User’s information but cannot guarantee the security of any information posted or e-mailed to the Site. See DPN’s Privacy Policy for more information. DPN’s Privacy Policy is incorporated as a part of these Terms, as amended from time to time. DPN relies on the security measures provided by certain third parties, including the Developer, which developed the Site, and the Hosting Service Provider, which provides internet hosting services for the Site. Although DPN believes these measures are adequate to prevent unauthorized access to private information under normal circumstances, it may be possible for information to be retrieved from the Site by hackers or criminals, in ways beyond the control of DPN. Users should use the Site at their own risk. Users hereby waive all claims against DPN for any breach of the Site’s security measures and any unauthorized access to or use of private information by hackers or criminals, in ways beyond the control of DPN, the Developer, or the Hosting Service Provider. Users must observe all security features on the Site and shall not disable or bypass any security devices. Users must hold all passwords in confidence and shall not permit any Unauthorized Persons to use the Account. Because access permissions to the Site may vary for individual users and because only a certain number of Authorized Persons are allowed per Customer, passwords must not be shared. Users shall not use the Site to gain unauthorized access to DPN’s computers, to the Hosting Service Provider’s computers, or to other computer networks; for malicious or destructive purposes (such as the development or transmission or computer viruses); or to publish, access, or transmit obscene or pornographic material. Customer is responsible for all activity on the Account, whether or not authorized by Customer. 5. Proprietary Rights. DPN has contracted with various third-party service providers, including the Developer and the Hosting Service Provider. The Content, organization, graphics, design, compilation, magnetic translation, digital conversion, and other matters related to the Site are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights and are the respective property of DPN, the Developer, the Hosting Service Provider and/or other third parties, as applicable. All trademarks used on the Site that are not the property of DPN are the property of their respective owners. Users do not obtain title to, or acquire ownership rights or interest to, any Content, document, intellectual property, or other information viewed through the Site by virtue of using, accessing, or downloading any Content from the Site. Unauthorized modification or use of any Content by a User is a violation of the copyright and other proprietary rights of the owner of such Content. Any User who submits information to the Site hereby grants DPN a worldwide, royalty-free, nonexclusive, perpetual, and irrevocable license to use, reproduce, modify, or make derivative works of such information. Users may not frame any Content, or any trademark, logo, or other proprietary information on the Site without the prior written consent of DPN or the Content owner. Users may not use DPN’s name or trademarks in any meta-tags or other hidden text without the express written consent of DPN. Users hereby waive all claims against DPN for any violation of copyright, rights of privacy, publicity, and defamation or other personal torts arising from DPN’s use of the information that Users may provide. The copying, redistribution, use, or publication by Users of any such matters or any part of the Site, except as allowed by Section 7, is strictly prohibited. The posting of Content on the Site by DPN, Developer, or Hosting Service Provider does not constitute a waiver of any right, title, or interest in such Content. 6. Accuracy. DPN provides certain Account Information to Provider to post on the Site for display, retrieval, and/or downloading by Users. DPN attempts to ensure that all information on the Site, including Customer’s Account Information, is as accurate as possible. DPN does not warrant that any information on the Site, including Customer’s Account Information, is accurate, complete, or error-free, and Users should not rely on the accuracy of Customer Account Information obtained or viewed on the Site. If any discrepancy exists with respect to the Account Information on the Site and Account Information otherwise provided or available to Customer, or retained by DPN, such other Account Information shall control. Users should use the Site at their own risk. If a User believes that any Account Information on the Site is incorrect with respect to Customer’s Account, Customer should contact DPN immediately. USERS HEREBY WAIVE ALL CLAIMS AGAINST DPN ARISING FROM OR RELATED TO ANY INACCURACY IN ANY ACCOUNT INFORMATION OBTAINED OR VIEWED THROUGH THE SITE. 7. Access and Use of the Site; Prohibited Uses. Subject to the terms set forth herein (as may be revised by DPN), DPN grants to Customer a personal, nontransferable, and nonexclusive limited license to access and use the Site and to download and print Content from the Site solely for the Customer’s business uses; provided that Users do not delete or modify any copyright or other proprietary notices. Any other copying, use, distribution, publication, transmission, or modification of the Content or any other property of DPN, whether in electronic or hard copy form, is strictly prohibited. This prohibition includes screen or database scraping for any purpose other than as expressly permitted below. Customers are solely responsible for obtaining and maintaining all computer hardware, software, internet connection, and other equipment necessary to access and use the Site, including all related expenses. Users agree not to access or use the Site, in any manner so as to (a) adversely affect the Site’s resources or the availability of the Site to others; (b) violate any Laws, including without limitation Laws regarding the export of data from the United States or the country in which Users reside; (c) delete or revise any Content on the Site; (d) harass any person or collect or store personal information about Site visitors; (e) circumvent, disable, or otherwise interfere with security features of the Site or features that prevent or restrict use or copying of any Content or enforce these Terms; or (f) contains viruses, corrupt data, cancel bots, trojan horses, or the like, or otherwise disrupts or is capable of disrupting the operation of the Site or servers or networks connected to the Site or the ability of Customers and Authorized Persons to access or use the Site. 8. Certain Reserved Rights. DPN reserves the right in its sole discretion to monitor, review and use all communications and other use of the Site, together with information relating to such communications and use, such as identification of sources and recipients of information, usage frequency and content of transmissions, to change, suspend or discontinue any aspect of the Site at any time, including the availability of any feature or Content, and to impose limits on certain features and services or restrict access to parts or all of the Site without notice or liability. DPN, may, at any time and for any reason, terminate or restrict any User’s access to the Site without notice. 9. Customer-Provided Information and Suggestions. Information that Users provide through the Site for the purpose of purchasing, renting, or canceling orders for DPN’s products, registering with the Site, or submitting questions regarding the Site or products is subject to these Terms. DPN requests that Users do not provide unsolicited suggestions for improving DPN’s products and services, or for new products or services, or creative, marketing, or other types of proposals, ideas, or know-how. By submitting unsolicited suggestions, Users agree that DPN may (but shall have no obligation to) use, modify, distribute, copy, and otherwise exploit such suggestions in any manner, as DPN sees fit, without restriction or limitation of any kind, and Users grant to DPN a perpetual, irrevocable, and royalty-free license to do so and to allow others to do so on DPN’s behalf, and Users agree not to permit or prosecute any action or lawsuit on the ground that DPN’s use or alleged use of a suggestion infringes any proprietary or other rights of any kind or nature. USERS ARE SOLELY RESPONSIBLE FOR CONTENT AND OTHER INFORMATION AND MATERIALS PROVIDED TO DPN. ALL USERS REPRESENT AND WARRANT TO DPN THAT THEY OWN, OR HAVE THE NECESSARY LICENSES, RIGHTS, CONSENTS, AND PERMISSIONS TO USE AND AUTHORIZE DPN TO USE ANY USER SUBMISSIONS AND OTHER INFORMATION OR MATERIALS PROVIDED IN THE MANNER CONTEMPLATED BY THE SITE AND THESE TERMS OF SERVICE. Users acknowledge that communication via the Internet may use potentially unsecure computers and links and that data may be lost or intercepted by Unauthorized Persons during such transmission. Users agree that DPN shall have no liability whatsoever in connection with such lost or intercepted data. DPN has the right, but not the obligation, to review, remove, or edit any Content, at DPN’s sole discretion. DPN has no responsibility and assumes no liability for Content posted by Users or any other party, and does not guarantee the accuracy, integrity, or quality of any Content. 10. Links. The Site may include information and/or links to third-party websites, and third-party websites may link to the Site. DPN has no control over, and no liability for, any such third-party websites, or for any content, products, or services offered by or accessed through such third-party websites. Users accessing third-party sites linked through the Site, do so at their own risk. Users agree that DPN shall have no responsibility for any content, advertising, products or other material accessed through such links, or the accuracy or reliability of any information, data or opinions accessed through links on the Site, or any liability, direct or indirect, for any damage or loss incurred by Users in connection with such websites or resources accessed through links on the Site. No endorsement of any products, services or information of any third party is expressed or implied by any information, material or Content referred to or included on, or linked from or to the Site. 11. DPN Products; Product Descriptions. DPN attempts to ensure that product descriptions and other information on the Site are as accurate as possible. DPN does not warrant that product descriptions or other information on the Site are accurate, complete, or error-free. DPN owns all right, title, and interest, including patent and copyright, in all products described on or available through the Site and in all images contained on the Site. IF A PRODUCT OFFERED BY DPN IS NOT AS DESCRIBED ON THE SITE, A USER’S SOLE REMEDY IS AS SET FORTH IN THE APPLICABLE WARRANTY ACCOMPANYING THE PRODUCT, IF ANY. DPN HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WITH REGARD TO DPN’S PRODUCTS, INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED. 12. NO WARRANTY; LIMITATION OF LIABILITY. DPN DOES NOT WARRANT THAT ANY CONTENT OR ANY OTHER INFORMATION POSTED ON THE SITE AND/OR ANY DPN PRODUCT AVAILABLE THROUGH THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. DPN DOES NOT WARRANT THAT THE SITE OR DPN’S PRODUCTS WILL MEET CUSTOMER REQUIREMENTS, OR THAT USER’S ACCESS OR USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, NOR DOES DPN MAKE ANY WARRANTY WHATSOEVER REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES INFORMATION, OR ANY OTHER MATERIAL USERS OBTAIN THROUGH THE SITE. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE AND ALL SERVICES AND CONTENT THROUGH THE SITE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” WITH NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), OR THAT ANY USER’S ACCESS OR USE OF THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. USER ACCESS AND USE OF THIS SITE IS AT SUCH USER’S OWN RISK. DPN, AND ITS AFFILIATES, OWNERS, EMPLOYEES, AGENTS, SUCCESSORS, ADVISORS, CONSULTANTS, AND ASSIGNS SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE WHATSOEVER, DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY USER’S USE OF THE SITE OR INABILITY TO USE OR ACCESS THE SITE; ANY CONTENT PROVIDED ON THE SITE; ANY CLAIM ARISING FROM OR RELATING TO ERRORS, OMISSIONS, OR INACCURACIES IN THE CONTENT OR OTHER INFORMATION PROVIDED ON OR THROUGH THE SITE; AND/OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN RELATION TO THE SITE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF DPN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IT IS THE EXCLUSIVE RESPONSIBILITY OF EACH USER TO EVALUATE ALL CONTENT PROVIDED ON THE SITE FOR ACCURACY, COMPLETENESS, AND USEFULNESS. WITHOUT WAIVING THE GOVERNING LAW PROVISION BELOW, SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO USERS IN SUCH JURISDICTIONS; HOWEVER, IN SUCH JURISDICTIONS, DPN’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW. THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL APPLY TO EVERY FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT, OR ANY OTHER LEGAL THEORY, AND SHALL SURVIVE ANY BREACH OF THESE TERMS OR ANY AGREEMENT, OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR AN AGREEMENT OR ANY EXCLUSIVE REMEDY. 13. Indemnity. Each Customer is responsible for use of the Site by its Authorized Persons. Each Customer hereby agrees to indemnify, defend, and hold DPN, its officers, directors, employees, agents, successors, advisors, consultants, and assigns absolutely harmless from and against any claim, loss, damage, expense, or liability of any kind (including attorney fees and costs) resulting from: (a) the violation of any these Terms by such Customer or any of its Authorized Persons; (b) use of or access to the Site by such Customer or any of its Authorized Persons; (c) posting or e-mailing of suggestions or other information by such Customer or any of its Authorized Persons; or (d) violation of the rights of DPN any third party by Customer or any of its Authorized Persons. 14. Termination; Survival. These Terms remain in effect until terminated by either the Customer or DPN. If the Customer terminates these Terms, it must do so in writing to DPN, and Customer and its Authorized Persons must, immediately thereafter, discontinue all access and use of the Site and destroy all Content and any other materials downloaded from or otherwise obtained from the Site, along with any copies and installations thereof. DPN reserves the right to suspend or terminate access to the Site or any portion of the Site by any Customer and/or any of its Authorized Persons, with or without notice, if such Customer or any of its Authorized Persons breaches these Terms or the terms of any other agreement or obligation to DPN, or if DPN reasonably believes that such Customer or its Authorized Persons has committed such breach. DPN may, in its sole discretion, discontinue providing the Site, in whole or in part, at any time, with or without notice. DPN shall have no liability to any User or third party for any termination of the Site or access to the Site. A User’s limited right to use the Content on the Site under these Terms shall terminate immediately upon notice that DPN has terminated such User’s access to the Site, and such User must promptly destroy all copies of Content obtained from the Site in its possession or control in whatever form. The provisions of paragraphs 6, 11, 12, and 13 shall survive termination of these Terms. 15. Miscellaneous. This Site is operated by the Hosting Service Provider from its facilities in Portland, Oregon, United States of America. DPN makes no representation that any Content on the Site or accessed through the Site is appropriate or available for use in any jurisdiction. These Terms, and any dispute that may arise between a User and DPN shall be governed by and construed in accordance with the Laws of the State of Oregon, U.S.A., without regard to its conflicts of laws principles. Users irrevocably and unconditionally consent to the exclusive jurisdiction of and venue in the courts located in Multnomah County, Oregon, U.S.A. for any all disputes arising out of or relating to the Terms and/or the Site. These Terms, as each may be amended from time to time, set forth the entire understanding of Customer, its Authorized Persons, and DPN as to access and use of the Site and the Content on the Site. If any provision of the Terms is found to be invalid or unenforceable, the remainder of the Terms shall remain in full force and effect, and all provisions shall be enforced to the fullest extent permitted by Law. No waiver or failure to assert any provision of the Terms shall be valid unless in writing and signed by an officer of DPN. DPN may assign its rights and duties under the Terms to any party, at any time, without notice. These Terms constitute a written agreement between each User and DPN, and a printed version of these Terms, and of any electronic notice pertaining to these Terms, shall be admissible in a judicial or administrative proceeding to the same extent, and subject to the same restrictions, as any other contract, document, or record originally in printed form. To the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms, these Terms shall take precedence. DPN’s failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. Nothing in these Terms, express or implied, is intended to confer on any person, other than DPN, the Customer or its Authorized Persons, any right or remedy of any nature whatsoever. In the event of any legal action to enforce or interpret these Terms, or otherwise related to these Terms, or in the event a petition in bankruptcy is filed by or on behalf of a party, the prevailing party, in addition to all other amounts that the other party may be required to pay, shall be entitled to recover such additional sum for the prevailing party’s reasonable attorney fees and costs, as the applicable court determines to be reasonable in the action, including any proceeding at trial, on appeal, or on petition for review, and in any bankruptcy proceeding. Questions about these Terms or the Site? Please contact: IT Department D.P. Nicoli, Inc. 19600 SW Cipole Road Tualatin, Oregon 97062 it@dpnicoli.com