Terms and Conditions
THIS IS A LEGALLY BINDING AGREEMENT AND AFFECTS YOUR RIGHTS
Terms and Conditions
These Terms and Conditions are a binding agreement between you and Giles Enterprises, Inc., a limited liability company created under the laws of the State of Alabama, having its principal office in Montgomery, Alabama, (hereinafter referred to as "Giles") with respect to any Giles site that has linked to these Terms and Conditions (each a “Domain”), such as GFSE.COM and GFSEQUIPMENT.COM . By accessing (other than to read these terms and conditions for the first time) or using any of the Domains, you agree to and accept the following terms and conditions of access and use.
1. GENERAL
a. Agreement Binding:
The pages, facilities, services, and capabilities of or accessible through the Domains (the “Service”) provided by Giles are designed to let you (the “End User”) and others communicate with Giles and access data, information, tools, services, and other materials (all of this material is collectively called the “Content”). In some cases you may be able to create and publish original materials, such as through bulletin boards and discussion forums; such materials are also Content. This agreement (“Agreement”), together with any other Restricted Access Policies provided to you (by pop-up, agreement, logon notice, mail, or otherwise) and Restricted Access Agreements, sets out the terms and conditions of access to and use of the Service. This Agreement shall supersede any subsequent terms or conditions of any purchase order issued to Giles by End User with respect to goods or services offered on or through the Service, regardless of whether such order is signed by Giles. End User agrees that it may be necessary or prudent within Giles’s sole discretion to revise, amend, or supplement this Agreement from time to time. A printed version of this Agreement and of notice given in electronic form, if any, shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
b. Digital Millennium Copyright.
Agent for Notice of Claimed Copyright Infringement:
Giles respects the intellectual property rights of authors. To assist copyright owners, Giles has appointed an agent to receive notifications of claims of copyright infringement regarding materials available or accessible on, through, or in connection with our services. Any person authorized to act for a copyright owner may notify us of such claims by contacting the following Agent: Webmaster at gfsequipment.com and providing all relevant information, including the elements of notification set forth in 17 U.S.C. 512, and most particularly, Section 512(c)(3)(A). The contact information for the Agent is also available from the Register of Copyrights.
c. Monitoring and Control of Material:
Use, posting, transmission, modification, display, and copying of Content is solely the responsibility and risk of the End User. Giles reserves the right, but undertakes no commitment, to monitor or otherwise review the Content available or accessible on, through, or in connection with this site. Giles has adopted and implemented a policy of terminating the accounts of those that are or in the judgment of Giles appear to be repeat infringers of the copyright rights of others. Additionally, this site will accommodate and will not interfere with standard technical measures of copyright owners to identify or protect their copyrighted works. Without limitation, this may mean that materials accessed or posted by you will be subject to the scrutiny of such standard technical measures. We may not exercise control over these measures, and do not guarantee the privacy of your information against such scrutiny. If Giles receives actual notice of infringement, or a notification complying with 17 U.S.C. 512(c)(3) from a copyright owner’s authorized representative, Giles may remove or disable access to infringing materials. Giles also reserves the right to remove or disable materials if, in Giles’s sole judgment, the material is likely to infringe the rights of a third party, whether or not actual notice or 512(c)(3) notice has been received. Notices and opportunity to respond will be provided where required by law, but Giles undertakes no obligation to provide notices other than as legally required.
2. ACCESS AND ACTIVITY
a. Open Areas and Password Areas:
Some areas of the Service may be accessible without password access control (“Open Areas”). End User may be assigned a password or access code (“Password”) in order to access, to view, and to use some aspects of the Service (“Password Areas”) and, if applicable, to upload Content onto the Service. To the extent that Giles possesses both the right to the use, display, distribute, copy, alter, or publicly perform and the right to authorize such acts with respect to the Content and the Service, the following limited licenses apply: (1) in Open Areas, Giles grants to End Users accepting this Agreement a personal, nonexclusive, nonassignable and nontransferable license to use and display Content and to access and to use the Service; and (2) in Password Areas, the issuance of any Password by Giles shall operate as a personal, nonexclusive, nonassignable and nontransferable license to use and display Content and to access and to use the Service in the Password Areas, within the scope of access and use supported by the Password in the course of normal web browsing, during the session for which the Password is accepted only; provided, however, that the foregoing shall not authorize any activity or access that is otherwise indicated in writing by Giles to be unauthorized, whether by this Agreement, or a separate document or communication from Giles (such as pop-up, e-mail or postal mail). In addition to the limited authorization provided above, End User may make a single hard-copy printout, for internal use only (with no right of distribution) of Giles-authored Content.
b. Express Limitations
The terms of any Restricted Access Policy notified to you by Giles (by pop-up window, mail, e-mail, or other communication) are incorporated herein by reference. A list of Restricted Access Policies and the websites to which they apply is available by a link at the bottom of this page. All copying, distribution, publication, use, public display, or public performance not specifically authorized by this Agreement is prohibited unless done with the express written permission of Giles and the owner of the material. In particular, without limiting the generality of the foregoing, End User acknowledges and agrees that the following provisions apply to all Content (including without limitation all facts, data and original, creative works) made available on or through the Service, and that the making available or compiling Content, or other services and facilities of the Service each comprise good and sufficient consideration for End User’s promise to refrain from any acts that would otherwise be unprohibited by the laws of copyright, trade secret, patent or any other law:
- In any copying, redistribution, or publication of copyrighted material, any changes to or deletion of author attribution or copyright notice are prohibited. End User assumes all risks regarding the determination of whether any Content is the subject of copyright, is in the public domain, or is otherwise subject to limitations by contract or law.
- Software accessible by or on the Service may not be reverse engineered unless specifically authorized by the owner of the software.
- As a condition of End User’s use of the Service, End User represents and warrants to Giles that End User will not use the Service for any purpose that is unlawful or prohibited by this Agreement.
- End User may not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other entity's use and enjoyment of the Service.
- End User may not download, access, copy, decompile, compile, manipulate, or otherwise obtain or use any of the data, information, or other Content made available on or through the Service for any purposes other than End User’s individual evaluation of discrete Content for the purposes for which it is provided by Giles.
- End User may not resell, display, distribute, sublicense access to (whether or not any of such act are for commercial gain or advantage), or take any commercial actions with any Content or portion of the Content, regardless of whether such content comprises facts or original or creative content.
- End User may not obtain or attempt to obtain any materials or information through any means that are apparently not intentionally made available or provided for through the Service; this includes any attempts to access any Password Areas of the Service without registering or by registering under inaccurate or incomplete information.
Any activities taken in violation of this paragraph 2b by End User (or End User’s representatives or those acting with End User’s Password or consent) automatically void any license provided by this Agreement or that may otherwise be implied or expressly granted.
c. Limitations and Obligations Regarding Password
End User agrees to maintain all Passwords as private and confidential information. End User’s Password and any authorization thereunder may not be transferred, leased, assigned, or sublicensed without Giles’s prior written consent. End User will not itself, and will not allow others to, circumvent the password restrictions on the Service. End User further agrees to notify Giles immediately upon discovery or suspicion of compromise of the confidentiality of the End User’s Password and of any change in contact information. End User shall be solely responsible for securing the Password and preventing misuse or unauthorized use of the password, including by former employees. The support of Passwords by Giles and the Service is not a representation that information published and designated for access only by certain passwords, password types, or password levels is guaranteed confidential or private or that it is accessible only to such designated passwords, password types, and password levels. End User acknowledges that no password or electronic security system is foolproof and that information will be at least accessible and reviewable according to Section 3b and 3c and the Website Privacy Policy. End User agrees not to rely upon the password system to protect or limit distribution of any Content that may be of a sensitive nature or otherwise inappropriate for general dissemination. End User shall be responsible for all use of the Service accessed in connection with End User’s password and all transactions effected in connection with the password. In particular, without limitation, Giles shall be entitled to rely upon the authority to act for and to bind End User of any person accessing the Service with the password.
3. CONTENT
a. Compliance with Law
End User agrees not to publish on the Service, or any other aspect of the Service, any Content that (i) violates or infringes upon the rights of any others (including without limitation the right of privacy or the right of publicity, copyright, or trade secrets), (ii) may be illegal, abusive, profane, obscene, immoral, indecent, threatening, slanderous, libelous, scandalous, or offensive to an average person, (iii) is derogatory toward any other End User, (iv) contains or triggers any virus or other software or code that may harm, interfere with, or alter the operation of any equipment, software, data, or Content of Giles, any End User, or any third party, or (v) violates any law, regulation, or regulatory advisory opinion, including particularly, but without limitation, those in the areas of antitrust, fair trade and competition, and securities laws. End User agrees not to solicit the performance of any activity that is prohibited by law or to solicit through the Service other end users to become end users or purchasers of competitive services or goods. End User agrees to comply with all applicable laws, rules and regulations in connection with this Agreement.
b. Content Review and Control
Any Content published in connection with the Service is subject to review and viewing by Giles or persons authorized by Giles. No information so published is privileged or confidential from Giles in any manner. By publishing such Content, End User waives and agrees to waive any such rights of confidentiality, privilege, or privacy as may apply. End User agrees that Giles is under no obligation to control or monitor Content published by other end users or third parties. In the event that Giles is made aware of a potential violation of the terms of this Agreement, Giles shall take such investigative and remedial measures as it deems in its sole discretion to be appropriate.
c. Discretion of Giles
Giles and its authorized representatives reserve the right in their sole discretion, to edit or delete any information, software or other content appearing on the Service, regardless of whether it violates applicable standards for Content, for any reason. End User agrees that the final determination regarding whether Content published or sought to be published in connection with the Service falls within a prohibited category under this Section 3 rests solely with Giles and those whom Giles may authorize. Violations of any provision of this Agreement, including without limitation the provisions of this Section 3, may be dealt with in Giles’s sole discretion by removal of violating Content without notice, denial or suspension of access, reporting to government authorities, or any such other remedies or actions as may be otherwise legally available to Giles or any aggrieved party, including the provisions of the Digital Millennium Copyright Act, the Computer Fraud and Abuse Act, and the No Electronic Theft Act.
d. End User Responsible
End User shall be solely responsible for the accuracy and completeness of Content published on the Service by End User and shall not publish any Content unless the End User owns all legal rights and clearances to such Content as necessary in order for End User to comply with Sections 3a and 3(e). End User shall not publish any copyrighted Content through use of the Service without (a) the express permission of the owner(s) of all copyrights rights involved, or person(s) specifically authorized by such owner(s) to convey such permission, and (b) obtaining in the favor of Giles and its assigns from such owners the express permission, license, and consent to license and to sublicense such copyright rights to any End User of the Service under this Agreement. End User’s publishing of any Content is a representation that such licenses and sublicenses as described in this Section 3 have been secured.
e. Grant of License
By using the Service, uploading Content, or sending any Content to Giles (including e-mails, testimonials, and the like), End User irrevocably grants Giles and its assigns a nonexclusive license to copy, display, distribute, publish, publicly perform, create derivative works based on the Content published or sent by End User. End User further grants the right to use the End User’s name, image or likeness, and other personal information in connection with the Content published or sent by End User. Such license specifically includes the right by Giles and its assigns to sublicense and authorize such acts on the part of any other End User of the Service under the terms and conditions set forth herein.
f. Giles Property
End User acknowledges and agrees that all Content created by or for Giles and all aspects of the Service (including without limitation, software code, screen views or templates, interfaces, html (or other pertinent language) mark-up, and any other writing or expression) are not within the public domain. End User may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any Content received or accessed through the Service, except as expressly provided in this Agreement. End User agrees not to use the trademarks, logos, symbols, or any other mark, device, or commercial identifier of Giles or any aspect of the Service without the express written consent of Giles.
g. Minors
End User acknowledges that the Service may contain Content posted by, owned by, or under the control of third parties and End User is aware that some web pages accessible on or through the Service may through no fault of Giles contain material that is unsuitable for minors (persons under 18 years of age). End User agrees to refrain from allowing any information regarding anyone under the age of 13 from being uploaded to the Service.
h. Links to Third Party Sites
The Service may, from time to time, contain links to other websites (“Linked Sites”). The Linked Sites may not be under the control of Giles, and Giles is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Giles is not responsible for any Content or any transmission received from any Linked Site. Giles provides such links to End User only as a convenience, and the inclusion of any link does not imply endorsement by Giles of the site or any association with its operators unless otherwise stated.
4. CONFIDENTIALITY
a. End User acknowledges that the Password Areas of Service may contain information of a confidential and sensitive nature. All information accessible in Password Areas of the Service, except as provided in Section 4b, below, shall be deemed proprietary and confidential (“Confidential Information”), and End User agrees to treat such Confidential Information as confidential, and to hold it in trust for Giles. In particular without limitation, End User will not disclose or allow to be disclosed such information without the express written consent of Giles. End User will at a minimum employ the same standards to maintain the confidentiality of the Confidential Information as it employs to protect its own proprietary information and trade secrets.
b. The restrictions and obligations under this Section 4 concerning confidentiality shall not apply to any portion of the Confidential Information that: (i) is generally known in the form, compilation, organization, on the Service to the general public through no act or failure to act of End User; (ii) may be demonstrated to have been known to End User at the time of the receipt thereof as evidenced by tangible records that existed prior to End User’s obtaining the information from Giles; (iii) subsequently is obtained rightfully from a third party who lawfully possessed the information and who had the right to make such disclosure, or (iv) is independently developed by End User without assistance of, reference to, or reliance upon Confidential Information
5. AMENDMENT
a. Permissible
Giles may modify this Agreement at any time, and may discontinue or revise any or all other aspects of the Content or Service in its sole discretion and without prior notice. Notification of a discontinuance or changes to this Agreement will be posted on the Service, or sent via e-mail or postal mail in a manner reasonably calculated to reach End User. End User agrees that use of the Service is an acknowledgment and agreement to the terms and conditions of the Agreement, and that continued use of the Service following any revision, amendment, or supplement is sufficient consideration for, and indicates agreement to, such revisions, amendments, or supplements.
b. Limitations
Any acknowledgment by Giles of an e-mail or other communication of the End User that is in any way inconsistent with, or adds to, the provisions of this Agreement is null and void to the extent of such inconsistency. Neither the course of conduct between parties nor trade practice may act to modify the provisions of this Agreement. Giles may authorize or allow its contractors and other third parties to provide to Giles and/or to End User services necessary or related to making the Service available and to perform obligations and exercise rights of Giles under this Agreement.
6. NON-TRANSFERABILITY
End User’s right to use the Service or to designate users is not transferable and is subject to any limits established by Giles. End User may not sublicense, assign or transfer this license. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void.
7. EQUIPMENT AND SERVICE PROVIDERS
End User is responsible for and must provide all telephone and other equipment and services necessary to access the Service and use the Software.
8. USE OF INFORMATION
End User consents to the collection and use of information as set forth in the Website Privacy Policy, as it may be amended from time to time. The providing of consent hereby shall not be deemed as an indication that such consent is necessary. In all cases, Giles shall be free to provide any information in its possession, or to collect and provide information possibly in its possession, to law enforcement authorities as Giles sees fit.
9. INDEMNIFICATION
End User agrees to indemnify and hold Giles, including its affiliates and their officers, agents, employees, suppliers, and service providers, harmless from any claims, liability, and expenses, including reasonable attorneys fees, whether in tort or in contract, that it or any of them may incur by reason of or arising out of any claim, including claims for copyright infringement, defamation, invasion of privacy, or infringement of rights of publicity, that is made by any third party relating to End User’s breach of the Agreement or to any Content published by End User on the Service.
10. LIMITATION OF LIABILITY
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. IN THE EVENT OF A TYPOGRAPHICAL ERROR RELATING TO PRICE OR QUANTITY OF AN ITEM FEATURED, DESCRIBED, OR OFFERED FOR SALE ON THE SERVICE, GILES RESERVES THE RIGHT TO REFUSE TO FILL ANY ORDER OR ORDERS THAT RELY ON SUCH TYPOGRAPHICAL ERROR. ALL PRICES AND GOODS LISTED ON THE SERVICE ARE SUBJECT TO AVAILABILITY AND LIMITED QUANTITIES. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. GILES MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICE AT ANY TIME, WITHOUT PRIOR NOTICE. GILES AND/OR ITS AFFILIATES AND/OR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SERVICE FOR ANY PURPOSE. ALL SUCH CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. GILES AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GILES DOES NOT WARRANT THAT THE SITE WILL BE FREE OF ERRORS OR VIRUSES. FOR INFORMATION CONCERNING THE WARRANTY THAT GILES PROVIDES WITH RESPECT TO ITS PRODUCTS THAT ARE IDENTIFIED ON THIS SERVICE, IF ANY, PLEASE SEND AN E-MAIL TO services@gfse.com. IN NO EVENT SHALL GILES AND/OR ITS AFFILIATES AND/OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE OR RELATED SERVICES, WITH THE RECEIPT OF INCOMPLETE INSTRUCTIONS OR ORDERS, WITH THE NON-RECEIPT OF INSTRUCTIONS OR ORDERS, WITH THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR WITH ANY INFORMATION, SERVICES OR RELATED GRAPHICS OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF GILES OR ANY OF ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/ JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO END USER. IF END USER IS DISSATISFIED WITH ALL OR ANY PORTION OF THE SERVICE, OR WITH ALL OR ANY OF THESE TERMS AND CONDITIONS, END USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
11. BENEFIT OF SECTIONS.
The provisions of Sections 2, 3, 4, 9, and 10 are for the benefit of Giles and its affiliates, officers, directors, employees, and agents; and each shall have the right to assert and enforce such provisions directly on its own behalf against End User.
12. GOVERNING LAW / JURISDICTION.
This Agreement is made in Alabama, and shall be governed by and construed in accordance with the laws of Alabama except that no conflicts-of-laws provision shall be invoked so as to use the laws of any other jurisdiction. End User consents to jurisdiction of the courts residing in the State of Alabama for all disputes arising out of or in connection with this agreement, and such courts shall have exclusive venue and jurisdiction over such disputes. By consent and agreement of End User, venue is proper in the courts within Montgomery County, Alabama.
13. SEVERABILITY
If any provision of this Agreement is determined to be invalid, it shall be deemed severed from the remainder of the Agreement to the extent of such invalidity, and all other provisions shall remain in full force and effect.
14. TERMINATION.
This Agreement is effective until terminated by either party. End User may terminate this Agreement at any time by discontinuing use of and access to the Service and destroying all materials obtained from the Service. Giles reserves the right, in its sole discretion, to terminate or suspend any End User’s password, access, and ability to use the Service at any time, without notice. The provisions of Sections 2b - 7 and 9 - 16 shall survive any termination of this Agreement.
15. INJUNCTIVE RELIEF.
End User acknowledges and agrees that any violation of the terms of this Agreement relating to the disclosure, use, copying, distribution, display or publishing of Content (including without limitation, trademarks) may result in irreparable injury and damage to Giles and its affiliates that may not be adequately compensable in money damages, and for which Giles and its affiliates will have no adequate remedy at law. End User therefore consents and agrees that Giles and its affiliates may obtain injunctions, orders or decrees as may be reasonably necessary ensure compliance with this Agreement. End User waives any requirement of bond that may apply for issuance of any injunctions, orders, or decrees.
16. RELIANCE.
GILES DOES NOT ENDORSE, ASSERT OR STAND BEHIND THE TRUTHFULNESS OR RELIABILITY OF OPINIONS, ADVICE OR STATEMENTS GIVEN OR MADE BY ANYONE OTHER THAN AUTHORIZED GILES SPOKESPERSONS IN ANY MANNER ON OR THROUGH THE SERVICE. OTHER END USERS ARE NOT AUTHORIZED GILES SPOKESPERSONS.
By using this Service, I acknowledge and agree I have read and understand this Agreement and agree to be bound by its terms. I choose to use the Service and to abide by