CUSTOMER PORTAL TERMS OF USE AGREEMENT
Welcome to the Pregis Connect Customer Portal (the “Customer Portal”). Pregis is hereinafter referred to as “Pregis,” “we,” or “our.” The Customer Portal enables Pregis customers to view information about and purchase Pregis products, in addition to viewing customer account information. Examples of the types of information that may be accessed via the Customer Portal include product images and descriptions, product pricing, shipping information, sustainability information, and SKUs. The Customer Portal additionally enables customers to view their respective transaction histories and manage their respective accounts with Pregis.
1. General. You agree that you will not access or use the Customer Portal without the prior written authorization of Pregis. By accessing or using the Customer Portal after such authorization from Pregis, you, the user of the Customer Portal (“you,” “your,” or “user”), are subject to and agree to be bound by this Terms of Use Agreement (“Agreement”) and any other additional terms incorporated by reference herein. You acknowledge and agree that you have the right, capacity and authority to enter into this Agreement as an employee or independent contractor of a Pregis customer. You further agree that you have the authority to bind such customer to the terms herein. You are authorized to use the Customer Portal only if you agree to abide by all applicable laws and regulations. Please read this Agreement carefully. If you have not been granted prior written authorization form Pregis to use the Customer Portal, or do not agree with the terms herein, you must leave the Customer Portal and discontinue use of the Customer Portal immediately.
2. Modifications to this Agreement. Pregis may modify this Agreement from time to time, and any such modifications shall be effective upon posting by Pregis for access from the Customer Portal. You agree to be bound to any changes to this Agreement when you use the Customer Portal after any such modification is posted. It is therefore important that you review this Agreement each time before accessing the Customer Portal to ensure that you are updated as to any changes. If you do not want to be bound by a modification to this Agreement, you will need to refrain from using the Customer Portal after that date.
3. Modifications to the Customer Portal. You understand and agree that Pregis may discontinue or change the Customer Portal at any time, without notice to you. Pregis makes no commitment to update the Content (as defined below) on the Customer Portal.
4. Registration and Password.
a. In order to access and use the Customer Portal, you are required to create a user account by providing your email address and selecting a password. You agree to provide true, accurate, and complete information about yourself as prompted by the Customer Portal in connection with the account registration. In addition, you agree to update that information in order to maintain its truth, accuracy, and completeness. You agree that all information you provide to register with the Customer Portal or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
b. The Customer Portal may enable you to create sub-accounts under your account for other individuals to use the Customer Portal on your behalf. Each sub-account holder must separately agree to these Terms of Use and each such sub-account holder must register his or her sub-account. You acknowledge and agree that to the extent that you create any sub-accounts under your account, that ALL TRANSACTIONS MADE IN YOUR ACCOUNT BY YOU OR ANY OF YOUR SUB-ACCOUNT(S) WILL BE DEEMED BINDING ON YOU. You additionally acknowledge and agree that it is your sole responsibility to immediately terminate the account of any sub-account holder who is no longer authorized to make transactions in your account, and authorize us of the same.
c. You additionally acknowledge and agree that ALL TRANSACTIONS MADE BY ANYONE PRESENTING YOUR PASSWORD ON THE CUSTOMER PORTAL WILL BE DEEMED BINDING ON YOU. You agree that you are solely liable for all actions taken via your password, whether or not made with your knowledge or authority. You agree to guard your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the Customer Portal for which you will be legally responsible. If you suspect that someone may have obtained access to your password who is not intended to have authority to act on your behalf, please contact Pregis immediately to authorize Pregis to deny access to the Customer Portal to anyone else presenting your password. Pregis reserves the right to disable any user name, password or other identifier, whether chose by you or provided by us, at any time if, in our sole opinion, you have violated this Agreement.
5. Use and Termination. Subject to all other terms and conditions of this Agreement, Pregis grants you a limited, nonexclusive, non-sublicensable, non-transferable right and license to use the Customer Portal solely in connection with your purchases of Pregis products and related account management. You agree that Pregis shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Customer Portal, your status as an account holder, or any parts thereof.
6. Purchases and Other Terms and Conditions. All purchases and other transactions through the Customer Portal are subject to Pregis’ additional terms of sale, which are hereby incorporated into this Agreement.
7. Intellectual Property Protection.
a. The Customer Portal and its entire contents, features, and functionality are the property of Pregis, its licensors, or other third party providers, and is protected by U.S. and international trademark, copyright, and other intellectual property laws (collectively, “Content”).
b. You shall not copy, reproduce, distribute, alter, display, perform, publish, license, broadcast, transmit, create derivative works from, download, disassemble, decompile, or store such Content without the prior written consent of Pregis. Systematic retrieval of Content from the Customer Portal to prepare any collection, compilation, database, or directory is strictly prohibited. The trademarks in the Content shall not be used, including as part of other trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Pregis. EXCEPT AS EXPRESSLY PROVIDED HEREIN BY THESE TERMS, NEITHER PREGIS NOR ANY THIRD PARTY HAS CONFERRED UPON YOU BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY PATENT, TRADEMARK, COPYRIGHT, OR OTHER PROPRIETARY RIGHTS TO USE THE CUSTOMER PORTAL. NO OWNERSHIP RIGHTS ARE OR WILL BE ASSIGNED TO YOU.
8. Prohibited Uses.
a. You may use the Customer Portal only for lawful purposes and in accordance with this Agreement Use. You agree not to use the Customer Portal: in any way that violates any applicable federal, state, local or international law or regulation; in any way that could be construed as being adverse or derogatory to the image or reputation of Pregis or any of its merchants; in connection with any advertisement or information about any competitor of Pregis; to transmit, or procure the sending of, any advertising or promotional material without Pregis prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; to impersonate or attempt to impersonate Pregis, a Pregis employee or independent contractor, another user or any other person or entity; or to engage in any other conduct that restricts or inhibits anyone’s use of the Customer Portal, or which, as determined by us, may harm the Customer Portal or users of the Customer Portal or expose them to liability.
b. Additionally, you agree not to: use the Customer Portal in any manner that could disable, overburden, damage, or impair the Customer Portal or interfere with any other party’s use of the Customer Portal, including their ability to engage in real time activities through the Customer Portal; use any robot, spider or other automatic device, process or means to access the Customer Portal for any purpose, including monitoring or copying any of the Content on the Customer Portal; use any manual process to monitor or copy any of the Content on the Customer Portal or for any other unauthorized purpose without Pregis’ prior written consent; use any device, software or routine that interferes with the proper working of the Customer Portal; introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Customer Portal, the server on which the Customer Portal is stored, or any server, computer or database connected to the Customer Portal; attack the Customer Portal via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of the Customer Portal.
c. Reliance on Content Posted. The Content presented on or through the Customer Portal is made available solely for general information and marketing purposes. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such Content by you or by anyone who may be informed of any of its contents.
9. Disclaimer of Warranties. Pregis uses reasonable efforts to provide accurate, complete, and current information on the Customer Portal. However, Pregis does not guarantee or warrant that the Content herein is accurate, complete, timely, or free of technical or typographical errors. It is your responsibility to verify any information provided. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CONTENT ON THE CUSTOMER PORTAL IS AT YOUR SOLE RISK. THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PREGIS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PREGIS MAKES NO WARRANTY THAT THE CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE CUSTOMER PORTAL AND THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, VIRUS-FREE OR ERROR FREE; NOR DOES PREGIS MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. Limitation of Liability.
a. YOU AGREE THAT NEITHER PREGIS NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CUSTOMER PORTAL SHALL BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE THE CUSTOMER PORTAL, ANY PRODUCTS, SERVICES, OR CONTENT OFFERED OR PROVIDED ON THE CUSTOMER PORTAL, OR ANY ERRORS OR OMISSIONS IN THE CONTENT THEREOF, ANY PERSON’S RELIANCE ON ANY INFORMATION OR CONTENT PROVIDED IN THE CUSTOMER PORTAL, WHETHER OR NOT THE INFORMATION IS CORRECT, CURRENT, OR COMPLETE, THE CONSEQUENCES OF ANY ACTION YOU OR ANY OTHER PERSON TAKE OR FAIL TO TAKE BASED ON CONTENT PROVIDED BY OR AS A RESULT OF THE USE OF THE CUSTOMER PORTAL.
b. YOU SPECIFICALLY AGREE THAT PREGIS IS NOT LIABLE FOR ANY CONDUCT BY YOU ASSOCIATED WITH THE CUSTOMER PORTAL, INCLUDING, BUT NOT LIMITED TO, ACTIVITIES RELATING TO ACCOUNT HOLDER’S ACCOUNT. PREGIS IS ALSO NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE CUSTOMER PORTAL, INCLUDING ANY INJURY OR DAMAGE TO ANY YOU, OR ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM USE OF THE CUSTOMER PORTAL.
c. IN NO EVENT SHALL PREGIS, ITS AGENTS, AND PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE CUSTOMER PORTAL, OR FROM ANY INFORMATION, PRODUCTS OR SERVICES PURCHASED, OBTAINED, OR ACCESSED, OR FROM ANY MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE CUSTOMER PORTAL OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLE PROPERTY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF PREGIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PREGIS LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PREGIS FOR THE ACCESS TO AND USE OF THE CUSTOMER PORTAL. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. Indemnity. You agree to indemnify and hold harmless Pregis, and its subsidiaries, affiliates, officers, employees, agents, and other partners against any and all claims and expenses, including attorneys’ fees, arising from your use of the Customer Portal, breach of this Agreement, or breach of any third party’s rights. This indemnification shall survive any termination of your status as an account holder or use of the Customer Portal.
12. Governing Law and Jurisdiction; Class Action Waiver. Any claim relating to the use of the Customer Portal and any Content shall be governed by the internal substantive laws of the State of New York, without regard to its conflicts of laws rules. You expressly consent to the jurisdiction of the state and federal courts of New York for any such claim. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
13. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE Customer Portal MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
14. Waiver and Severability. No waiver of by Pregis of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Pregis to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
15. Entire Agreement. This Agreement, as amended and together with other Pregis terms, and the consents provided by you, constitute the entire agreement between you and Pregis.
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