(Effective & last revised May 24, 2018)
1. INTRODUCTION AND ACCEPTANCE
Welcome to www.veritivcorp.com, operated by Veritiv Corporation (“Veritiv”, “Us”, “We”, or “Our”). These Terms of Access govern your use of www.veritivcorp.com and any other online or wireless offerings, owned, operated or controlled by us that post a link to these Terms of Access (the “Websites”). For the purposes of these Terms of Access, the terms “You” and “Your” refer to the legal person or entity using the Websites for any purpose, including, without limitation, you and/or the business, company or entity which you represent, together with your employees, agents, business, company, or entity which you represent, together with Your employees, agents, representatives, or authorized third parties.
PLEASE READ THESE TERMS OF ACCESS CAREFULLY BEFORE USING THE WEBSITES. BY ACCESSING AND/OR USING THE WEBSITES (OTHER THAN TO READ THESE TERMS OF ACCESS), YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF ACCESS, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 16 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF ACCESS, PLEASE DO NOT ACCESS OR USE THE WEBSITES.
2. INTELLECTUAL PROPERTY
The Websites and included content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, computer code, graphics, photos, audio files, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the “Website Content”) and all intellectual property rights to the same are owned by Us, Our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Websites are owned by Us, Our licensors, or both. Except for the limited use rights granted to You in these Terms of Access, You shall not acquire any right, title or interest in the Websites or any Website Content. Unauthorized use of the Website Content may result in violation of copyright, trademark, trade dress, patent, and/or other rights and laws. Except as expressly authorized in writing by Us or expressly permitted by these Terms of Access or applicable Additional Terms, You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) of the Websites or Website Content, in whole or in part. Any rights not expressly granted in these Terms of Access are expressly reserved.
3. WEBSITE ACCESS AND USE
(A) When using the Websites, You agree to comply with all applicable international, federal, state, and local laws including, without limitation copyright law. You shall comply with all applicable laws, statutes, ordinances, rules, regulations and treaties regarding Your use of the Websites, the Content and the transactions arising there from. As a condition of Your use of the Websites, You agree that You will not use the Websites for any purpose that is unlawful or prohibited by these Terms of Access. Except as expressly permitted in these Terms of Access, You may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Website Content for any purpose whatsoever without obtaining prior written consent from Us or, in the case third-party content, its respective owner. In certain instances, We may permit You to download or print Website Content or both. In such a case, You may download or print (as applicable) one copy of Website Content for Your personal, non-commercial use only. You acknowledge that You do not acquire any ownership rights by downloading or printing Website Content.
(B) Furthermore, except as expressly permitted in these Terms of Access, You may not:
(i) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Websites or Website Content;
(ii) circumvent, disable or otherwise interfere with security-related features of the Websites including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Websites or Website Content;
(iii) use an automatic device (such as “robots,” “offline readers,” or “spiders”) or manual process to copy or “scrape” the Websites or Website Content for any purpose without Our express written permission. Notwithstanding the foregoing, We grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy Website Content from the Websites for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Website Content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time, without notice;
(iv) collect or harvest any personally identifiable information from the Websites including, without limitation, user names, passwords, email addresses;
(v) solicit other users to join or become members of any commercial online service or other organization without Our prior written approval;
(vi) use the Websites in any manner which could damage, disable, overburden, or impair the Websites or interfere with any other party’s use and enjoyment of the Websites;
(viii) use network-monitoring software to determine architecture of or extract usage data from the Websites;
(ix) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity (e.g., using another person’s Membership (as defined in Section 6(C)) without permission, etc.);
(x) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or
(xi) engage in any conduct that restricts, inhibits, or interferes with any other user’s, person’s or entity’s use and enjoyment of the Websites.
(C) You agree to fully cooperate with Us to investigate any suspected or actual activity that is in breach of these Terms of Access.
4. PRODUCT INFORMATION
Information about products on Our Websites is accurate at the time of publication. Most product information is provided to Veritiv by its suppliers and vendors. Typographical errors involving pricing, product weight, shipping, etc. may occur from time to time. Any web images and descriptions of Veritiv products shall be understood to be representations only of said products. Variations in the users' computer equipment web browser or other software may affect Your ability to view the Websites.
5. OFFERS TO BUY
Veritiv will post electronic product catalogues so users can check Veritiv product pricing, purchase Veritiv products, and verify the status of an order on the Websites. Veritiv's posting of its catalogue or the contents thereof is only an invitation to negotiate with You and shall not be construed as an offer. By clicking on "place order now", You agree that You are submitting a non-revocable legally binding offer, and that Veritiv's acceptance of such offer shall create a legally binding contract between You and Veritiv. Notwithstanding the foregoing, Veritiv reserves the right to reject any offer You submit for any reason. Taxes as applicable will be determined upon billing based on final unit price and cost of shipping. In addition, Your order may be delayed or canceled if Your Information is incomplete or inaccurate, in which case, Veritiv will have no liability to You. Unless otherwise agreed to in writing by both parties, in the following order of priority, transactions hereunder shall be subject to (i) the terms and conditions contained in this Agreement; and (ii) any duly executed and applicable terms and conditions of purchase and sale between You and Veritiv. To the extent there is a conflict, the terms and conditions of the duly executed and applicable terms and conditions of purchase and sale between You and Veritiv shall govern. Any other terms and conditions, such as but not limited to standard purchase order terms and conditions or any other terms and conditions from You or Your company shall not apply to use of the Websites.
6. FORWARD LOOKING STATEMENTS
This Websites may contain forward-looking statements. These statements are often identified by the words, “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” and words of a similar nature. These statements reflect management's current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ relate to: (1) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy and transportation, the cyclical nature of Our business, competition We face and demand and pricing for Our products; (2) global economic conditions and political changes, changes in currency exchange rates, credit availability and the company's credit ratings issued by recognized credit rating organizations; and (3) unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations and to actual or potential litigation. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in Veritiv’s Securities and Exchange Commission filings.
7. USER REGISTRATION
(A) You may be required to register with Us in order to access or use some features of the Websites. The Websites are not intended or designed for children under 13 years of age. By becoming a registered user, You represent and warrant that You are at least 18 years of age and have reviewed and consent to the Terms of Access.
(B) Use of the features of the Websites that require registration is limited to entities which are (i) duly organized and validly existing pursuant to the laws in their jurisdiction of incorporation or formation; and (ii) authorized to do business in the jurisdiction in which the Veritiv products will be ordered from and the jurisdiction to which they will be shipped.
(C) If You become a registered user, You must provide true, accurate and complete registration information and, if such information changes, You must promptly update the relevant registration information. During registration, You must create a user name and password (a “Membership”), which may permit You access to certain areas of the Websites not available to non-registered users. You are entirely responsible for safeguarding and maintaining the confidentiality of Your Membership. You are solely responsible for the activity that occurs under Your Membership, whether or not You have authorized the activity. We will not be liable for any loss that You may incur as a result of someone else using Your Membership, either with or without Your knowledge. However, You could be held liable for losses incurred by Us or another party due to someone else using Your Membership. You may not use anyone else’s account at any time, without the permission of the Membership holder. You agree to notify Us immediately of any unauthorized use of Your Membership or any other breach of security of which You become aware. Notice under this section may be accomplished by sending an email to email@example.com.
(D) Veritiv reserves the right to (i) verify Your Information and (ii) terminate Your access to and use of the Websites temporarily or permanently without cause, notice or liability to You if Veritiv, believes in good faith that any of Your Information is inaccurate or incomplete or cannot be verified. Veritiv may use a third party to verify Your Information and You agree to hold such party harmless from any liability in connection therewith.
8. UNSOLICITED IDEAS & CONCEPTS POLICY
(A) We do not consider, accept or request any outside unsolicited ideas for new products, process or product improvements, business strategies, product names or other technical or business concepts. If, despite this non-negotiable policy, You still elect to provide unsolicited information to Us, You do so at Your own risk and without recourse to Us.
(B) To avoid any misunderstandings, by providing such unsolicited ideas and concepts, regardless of any terms You may attempt to impose as a condition of Your submission to Us, You agree that: (1) any submissions and their contents, including the ideas contained therein, automatically become Our property; (2) We have no obligation to review such submissions; (3) We are under no obligation to keep such submissions confidential; and (4) We have the unrestricted right to use and redistribute such submissions without any obligation, accounting, payment or other recourse to You, Your assignees, representatives, heirs or others affiliated with You; and (5) all such information shall be deemed to be non-confidential.
9. WEBSITE CONTENT & THIRD PARTY LINKS
(A) We provide the Websites including, without limitation, Website Content for educational, informational, entertainment and promotional purposes only. You may not rely on any information and opinions expressed on any of Our Websites for any other purpose. We make no warranty or guarantee about the accuracy, timeliness, completeness, adequacy or usefulness of Website Content. Under no circumstances will We be liable for any loss or damage caused by Your reliance on any Website Content. Users relying on content or other information from the Websites do so at their own risk.
(B) In many instances, Website Content will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Websites by anyone other than authorized employees or spokespersons while acting in their official capacities.
(C) The Websites may contain hyperlinks to other websites owned and maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites and cannot be held responsible for their content or accuracy and do not endorse these sites unless We specifically so state. You assume sole responsibility for Your use of third-party links. We are not responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website.
In the event that You experience difficulty accessing the Websites, please contact Us at firstname.lastname@example.org. Qualified individuals with a disability or disabled veterans may request a reasonable accommodation if they cannot use or access the careers section of Our Websites. To request a reasonable accommodation, please contact Us at 1-800-282-7958 or send an e-mail to email@example.com, and We will provide assistance to You.
You agree to indemnify and hold harmless Veritiv and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, demands, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (i) Your access to or use of the Websites; (ii) User Content provided by You or through use of Your Membership; (iii) any actual or alleged violation or breach by You of these Terms of Access; (iv) any actual or alleged breach of any representation, warranty, or covenant that You have made to Us; (v) Your acts or omissions; or (vi) Your violation of any applicable law, regulation or code, or Your violation of any rights of another. We will notify You of any such claim, suit, or proceeding. In such case, you agree to cooperate with all reasonable requests to assist Us in the defense of any claim that is the subject of Your obligations hereunder.
YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE RISK. THE WEBSITES AND WEBSITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, VERITIV AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, SUPPLIERS AND THEIR RELATED COMPANIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITES OR WEBSITE CONTENT INCLUDING ANY: (1) WARRANTIES THAT THE WEBSITES WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE WEBSITES OR WEBSITE CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR WEBSITES OR ACCESSED THROUGH THE WEBSITES; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITES; (6) WARRANTIES THAT THE WEBSITES WILL OPERATE ERROR-FREE OR IN AN UNINTERRUPTED MANNER; (7) WARRANTIES THAT THE SERVICES ARE FULLY COMPATIBLE WITH ANY PARTICULAR PLATFORM OR THIRD PARTY APPLICATION; AND (8) WARRANTIES THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED.
13. LIMITATION ON LIABILITY
UNDER NO CIRCUMSTANCES SHALL VERITIV OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, SUPPLIERS OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF VERITIV OR SUCH OTHER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITES, THESE TERMS OF ACCESS, LOSS OF USE, DATA, PROFITS, SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICES, LOSS OF OTHER INTANGIBLES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, WHETHER IN AN ACTION OF EQUITY, CONTRACT, NEGLIGENCE, TORTIOUS ACTION, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE WEBSITES.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITES INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT IS TO STOP USING THE WEBSITES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE WEBSITES OR ANY LINKS ON THE WEBSITES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE WEBSITES OR ANY LINKS ON THE WEBSITES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE WEBSITES. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You. These limitations shall apply to the fullest extent permitted by law.
(A) We reserve the right in Our sole discretion and at any time to terminate or suspend Your Membership and/or block Your access to the Websites for any reason including, without limitation if We believe that You have failed to comply with the letter and spirit of these Terms of Access. Upon any such termination, Your right to use the Websites will immediately cease. You agree that We are not liable to You or any third party for any termination or suspension of Your Membership or for blocking Your access to the Websites.
(B) Any suspension or termination shall not affect Your obligations to Us under these Terms of Access. The provisions of these Terms of Access which by their nature should survive the suspension or termination of Your Membership or these Terms of Access shall survive including, but not limited to the rights and licenses that You have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, no class action, no trial by jury and all of the miscellaneous provisions in Section 17.
15. CHOICE OF LAW; JURISDICTION AND VENUE
16. AMENDMENT; ADDITIONAL TERMS
(D) You may not assign these Terms of Access or assign any rights or delegate any obligations hereunder, in whole or in part, without Our prior written consent. Any such purported assignment or delegation by You without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Access or any rights hereunder without Your consent and without notice.
(E) Any notices to You from Us will be given by a general posting on Our Websites. Notices to Veritiv must be sent by e-mail to firstname.lastname@example.org.