Terms and Conditions

Web Site User Agreement

This Web Site User Agreement (the “Terms and Conditions” or “Agreement”) between you and Plumbing Distributors, Inc., a Georgia corporation (“PDI”), details the terms and conditions of your permitted use of this Web Site. The Web Site is designed as a shopping and information resource. Your use of all, or any portion of, the Web Site, including but not limited to your downloading of information or ordering of any products or services from this Web Site, signifies your acknowledgement of the reasonableness of these terms, and your express agreement to be bound by these terms. If you do not agree to be bound by any, or all, of these terms, you are instructed not to access or use the Web Site, as your usage will be conclusively presumed to represent your agreement to be bound by the following terms.
You also acknowledge that we may, from time to time, in our sole discretion and without notification to you, change these Terms and Conditions. You should review the Terms and Conditions each time you visit or use the Web Site. If you do not agree to these Terms and Conditions, do not use the Web Site.

Overview

PDI is a wholesaler and retailer of plumbing and lighting products and related products and services.

By accessing and using this Web Site, you represent that you have read and understands fully these Terms and Conditions and that your registration to use the Web Site is subject to review and approval or rejection by PDI for any reason or no reason in its sole discretion. Upon approval of your application for registration PDI will activate the username and password entered by you at registration.

License and Access to the Web Site

PDI grants you a limited, non-transferable license to access and use the Web Site to learn about and to order products and services displayed thereon. This license does not include any resale use of the Web Site or its contents; any derivative use of the Web Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of PDI and our affiliates without our prior express written consent.

We make no guarantees regarding the availability of the Web Site or the products and services referenced in the Web Site. Furthermore, we reserve the right, within our sole discretion, to discontinue the Web Site or the products or services and/or modify the contents of the Web Site or the terms of the provision of the products and services as we see fit. You agree that we will not be liable to you for any such discontinuance or modification of the Web Site or the products and services. Any rights not expressly granted by these Terms and Conditions are reserved by PDI.

Restrictions on Your Use

All content within the Web Site and any materials made available on these pages for downloading are the property of PDI and/or its affiliates or other third parties. The Web Site and portions of the Web Site are protected by copyright and trademark laws. This Agreement does not grant any license to modify or alter the materials on the Web Site that are viewed, downloaded or otherwise accessed by you. You shall keep intact all proprietary notices, including copyright notices, contained on any downloadable materials. You may not input or upload to the Web Site any information which contains any viruses, Trojan horses, worms, spiders, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, the Web Site or their contents or that infringes the intellectual property rights of any other party. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site. You may not take any action, which imposes an unreasonable or disproportionately large load on the system providing the Web Site. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any and all harm resulting from your use of the Web Site.
Age and Account Responsibility

If you use the Web Site, you are responsible for maintaining the confidentiality of your account information and your password. You agree to accept responsibility for all activities that occur under your account or password. You represent that you are of sufficient legal age to use the Web Site and to create binding legal obligations for any liability you may incur as a result of the use of the Web Site. You understand that you are financially responsible for all uses of the Web Site by you and those using your login information.

Disclosure of Content Monitoring

Although we have no obligation to monitor any information provided to the Web Site by its users, including without limitation, your personal information, we reserve the right to monitor, retain, and disclose such information if required to do so by law or in a good faith belief that such disclosure is reasonably necessary to comply with legal requirements, to respond to claims that any information violates the rights of third parties, or to protect the rights, property or personal safety of PDI, its users or the public.

Intellectual Property Ownership

Any and all intellectual property rights associated with the Web Site, including, without limitation, any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents (“Intellectual Property”) are the sole property of PDI, or third parties. Except as otherwise expressly authorized by this Agreement, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Web Site in any way without PDI or the appropriate third party’s prior written permission. Except as provided herein, PDI does not grant to you any express or implied rights to PDI or any third party’s Intellectual Property. Any rights associated with the content of the Web Site, which is transmitted, downloaded, or otherwise processed by PDI, shall be retained by the owner of the content, if any, and may be protected by applicable copyright, trademark, or other laws.

Privacy Policy

Your personal information and other information about you are subject to our Privacy Policy. The PDI Privacy Policy is incorporated into the terms of this Agreement.

Termination

You agree that PDI, in its sole discretion, may terminate your use of the Web Site, and remove and discard any content within the Web Site, for any reason. You agree that any termination of your access to the Web Site under any provision of this Agreement may be effected without prior notice. Further, you agree that PDI shall not be liable to you or any third party for any termination of your access to the Web Site.

Links

The Web Site may provide or include links to other World Wide Web sites or resources. Because PDI has no control over such sites and resources, you acknowledge and agree that PDI is not responsible for the availability of such external site, or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. YOU FURTHER ACKNOWLEDGE AND AGREE THAT PDI SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE.

PDI prohibits caching of any portion of the Web Site and any unauthorized hypertext links to the Web Site. PDI reserves the right to disable any unauthorized links or frames. If you desire to provide a hyperlink from your website to the Web Site, you must contact PDI to discuss mutually agreeable terms for such hyperlink.

Exclusion of Warranty

PDI AND ANY THIRD PARTY PROVIDERS MAKE NO WARRANTY OF ANY KIND REGARDING THE WEB SITE, THE PRODUCTS, SERVICES AND/OR ANY MATERIALS PROVIDED ON THE WEB SITE, ALL OF WHICH ARE PROVIDED ON AN "AS IS" “AS AVAILABLE” BASIS. PDI AND ANY THIRD PARTY PROVIDERS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE WEB SITE AND SUCH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NEITHER PDI NOR ANY THIRD PARTY PROVIDERS WARRANT THAT THE WEB SITE, THEIR SERVERS OR ANY E-MAIL SENT FROM PDI OR ANY THIRD PARTY PROVIDER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS WHICH VARY FROM STATE TO STATE.

Limitation of Liability

PDI ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEB SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEB SITE. IN NO EVENT SHALL PDI AND ANY THIRD PARTY PROVIDERS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH (I) ANY USE OF THE WEB SITE OR CONTENT OR THE PRODUCTS OR SERVICES FOUND THEREIN, OR (II) THE PERFORMANCE OR NON PERFORMANCE BY PDI OR ANY THIRD PARTY PROVIDERS, INCLUDING, BUT NOT LIMITED TO, NON PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.

If, notwithstanding the foregoing, PDI or any third party provider should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of the Web Site or its content or the products or services offered thereon, the liability of such party(ies) shall in no event exceed the amount paid by you for the product, service or information purchased. In our sole discretion, in addition to any other rights or remedies available to us and without any liability whatsoever, we, at any time and without notice, may terminate or restrict your access to all of or any component of the Web Site. Some states do not allow limitation of liability, so the foregoing limitation may not apply to you.

Indemnification

You shall defend and indemnify PDI and any third party providers and their officers, directors, employees and agents from and against any claim, cause of action or demand, including, without limitation, reasonable legal and accounting fees, brought by or on your behalf in excess of the liability described herein or by third parties as a result of your use of the Web Site.

Governing Law

This Agreement and its performance shall be governed by the laws of the state of Georgia, United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in Gwinnett County, Georgia, United States of America, in all questions and controversies arising out of your use of the Web Site and this Agreement.

Attorney’s Fees

If PDI or its affiliates take any action to enforce this Agreement and these Terms and Conditions, such parties will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorney's fees and any cost of litigation, in addition to any other relief, at law or in equity, to which such parties may be entitled.

Additional Terms

Additional terms and conditions may apply to uses of portions of the Web Site, and you agree to abide by such other terms and conditions.

Changes to this Web Site
PDI reserves the right to make changes, at any time, to this Web Site, and this Agreement, including any or all of the conditions that govern your use of this Web Site. Accordingly, you must periodically review the terms, disclaimers, and conditions related to use of this Web Site for updates, or changes.

Complete Agreement
This Agreement constitutes the entire agreement between you and PDI with respect to the subject matter hereof and supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof. The provisions which by their nature should survive termination of this Agreement shall so survive.

This Agreement was last modified and is effective as of ____________________, 2007.