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Terms & Conditions
Website Terms & Conditions
1. DEFINITIONS:
"Purchased Documents" means the documents accompanying these Terms and Conditions which more fully describe the Products and/or Services, including, as applicable, the Buyer's request for quotation, purchase orders, and the Seller's quotation;
"Seller" means John H. Carter Company and any division, affiliate or related company identified in the Purchase Documents;
"Services" means the services of any description or kind to be provided by the Seller in relation to the Products as more particularly identified in the Purchase Documents;
"Software" means the executable file of the computer programs, and not the source code, to be provided by the Seller to the Buyer which is more particularly described in the Purchase Documents.
"Terms and Conditions" means these general terms and conditions.
2. APPLICATION:These Terms and Conditions apply to every sale of Products and every supply of Services by the Seller to the Buyer. The Buyer specifically agrees and acknowledges that, unless the Seller agrees in writing to a modification of these Terms and Conditions, these Terms and Conditions apply and supersede any of the Buyer's standard terms and conditions whether set out in the Purchase Documents or otherwise.
3. PRICES:Unless otherwise specified by the Seller, the Seller's price for the sale of the Products will remain in effect for thirty (30) days from the date of the Seller's quotation. Unless otherwise specified, the Services provided by the Seller will be charged at the prices quoted in the Seller's quotation, if accepted within thirty (30) days from the date of the quotation, otherwise the prices charged will be at the rates set out in the Seller's published rate schedule in effect at the time the Services are actually rendered. The Seller's prices do not include applicable taxes which will be added to the price quoted and appear as a separate line item on the Seller's invoice. Prices for Products do not cover storing, installing, starting up or maintaining Products unless expressly stated in the Seller’s quotation.
4. TERMS OF PAYMENT:The Buyer shall pay the Seller the price of the Products and/or Services provided within thirty (30) days from the date of the Seller’s invoice, subject to approval of the Seller’s credit department. In the event that the Seller and the Buyer have agreed to a milestone payment schedule, the payment specified in the milestone payment schedule shall be paid on the dates that each milestone is achieved. The Seller may charge interest on overdue payments, commencing on the day on which the amount became payable, calculated at the rate of 1.5% per month compounded monthly (19.5618%) per annum.
5. DELIVERY AND TRANSFER OF TITLE AND RISK:All shipping dates for the Products and performance dates for the Services to be provided by the Seller are approximate only and are based on the Seller having received from the Buyer all information required by the Seller to provide the Products and/or Services. The Buyer agrees to accept shipment when Products are ready to ship or storage charges may apply. All Products shall be delivered to the Buyer at the location indicated in the Purchase Documents or, if no location is indicated, EX WORKS at the point of the manufacture of the Products. Transfer of risk of loss or damage to the Products shall be governed by the applicable Incoterm agreed to by the parties for the delivery of the Products and, if no Incoterm is specified, all risk of loss or damage to the Products while in transit shall be borne by the Buyer. Title to the Products shall pass to the Buyer on the Buyer making payment in full for the Products or on the Products being delivered to the Buyer, whichever occurs later.
6. DOCUMENTATION:The Seller shall supply the Buyer with the documentation specified in the Seller’s quotation. Any additional copies of the documentation or the supply of documentation on alternative media will be provided by the Seller to the Buyer at the Seller’s price then in effect.
7. CONFIDENTIALITY:Each party agrees to hold Confidential Information of the other party in confidence and to use Confidential Information solely related to the supply of the Products or performance of the Services in accordance with the Purchase Documents. The term “Confidential Information" shall include all technical, business, pricing, financial and other information of a confidential nature of, or related to, one party that is disclosed or made available to, or accessed by, the other party or its representatives, directly or indirectly, through any means of communication.
8. INSTALLATION:The Buyer shall be responsible for transporting, receiving, storing, installing, starting up and maintaining all Products. If requested, the Seller may, at its option, provide Services to assist the Buyer in the installation of the Products at a price to be agreed to between the Buyer and the Seller or at the rates set out in the Seller’s published rate schedule in effect at the time the Services are actually rendered.
9. EXCUSE OF PERFORMANCE:The Seller shall be excused from the performance of any term or condition of this sale of the Products or the provision of Services when and to the extent that the performance is delayed or prevented by any cause beyond its reasonable control, including, without limitation, acts of God, wars, riots, fire, labour unrest, inability to obtain materials or components, explosions, accidents, governmental requests, laws, regulations, orders, actions or interruption of computer or telecommunication systems. If such an event occurs, the shipping date and the price of the Products and/or Services to be provided by the Seller may be revised by agreement made between the Buyer and the Seller or the Seller may at its option cancel the sale of the Products or agreement to provide Services in which case the Buyer will pay the Seller any and all losses, damages, dismantling, restocking fees, and any other costs or expenses incurred by the Seller arising from such a termination.
10. TERMINATION:The Buyer may terminate its purchase of any and all of the Products and/or Services, subject to advance written notice to the Seller, provided that it pays the Seller for all Products shipped and Services performed up to the date of termination and any and all losses, dismantling, cancellation, restocking charges and any other costs or expenses arising from such termination. The Seller shall have the right, in addition to any other remedy, to either terminate its agreement to sell the Products or provide the Services or suspend further deliveries of the Products or provision of the Services to the Buyer in the event the Buyer fails to make any payment required to be made to the Seller when due.
11. WARRANTY:Subject to Sections 12 and 13, the Seller warrants its Products and/or Services as follows:
(a) The Seller will, at its option, repair or replace any defects in materials or workmanship in any Products which appear within the earlier of twelve (12) months from the date of the initial installation of such Products or eighteen (18) months from the date of shipment of such Products.
(b) Products manufactured by any third party provided by the Seller to the Buyer shall be subject to the manufacturer’s standard warranty and, notwithstanding anything to the contrary, the Seller shall have no liability for correcting any defect in the materials and workmanship in such Products. The Seller’s only obligation is to make a reasonable commercial effort to assist the Buyer in making a warranty claim as against the manufacturer’s standard warranty.
(c) Any Services and consumables supplied by the Seller, including component integration, device configuration and the repair of Products are warranted against defects in workmanship for a period of the earlier of ninety (90) days from the date of the installation of the Products or completion of the Services, or one hundred and twenty (120) days from the date of shipment of the Products to the Buyer. Any interpretative services provided by the Seller are not warranted either as to the accuracy or correctness of any such interpretations or any recommendations made by the Seller based upon these interpretations.
12. WARRANTY LIMITATIONS AND EXCLUSIONS:(a) The Seller does not warrant the performance of any Products and/or Services provided by it to the extent that the actual operating or other conditions differ from the specifications, information, representation of operating conditions or other data supplied by the Buyer for the purpose of the selection or design of the Products and/or Services;
(b) This limited warranty shall not apply to any repair or replacement of Products caused by abuse, accidental damage, misuse, improper installation, use of unauthorized parts, unsuitable power sources or environmental conditions, improper application, corrosion or inadequate or improper preventative maintenance of the Products;
(c) The Seller does not warrant the performance of any Software or Products controlled by the Software provided by the Seller unless the Buyer attends a site acceptance test and completes the site acceptance test documentation when the Purchase Documents require a site acceptance test of the Software and Products;
(d) All costs of dismantling, reinstallation and freight and the time and expenses of the Seller’s personnel and representatives for site travel and diagnosis under this warranty clause shall be borne by the Buyer unless accepted in writing by the Seller;
(e) The warranties and remedies set forth in Section 11, Warranty, are exclusive.
Seller’s liability for warranty related claims shall be limited to the purchase price of the Products or Services triggering such claim. Notwithstanding anything to the contrary, there are no other representations, conditions or warranties of any kind, express or implied, either in fact or by operation of law, by statute or otherwise, as to merchantability, fitness for particular purpose, or any other matter with respect to the Products, Software or Services, and the Seller specifically disclaims any and all implied or statutory representations, warranties or conditions.
13. LIMITATION OF REMEDY AND LIABILITY:The Seller shall not be liable for damages caused by delay in performance. The remedies of the Buyer set forth herein are exclusive. Notwithstanding anything to the contrary contained herein or any other related documents, regardless of the form of the claim or cause of action (whether based in contract, infringement, negligence, strict liability, other tort or otherwise), (a) in no event shall the Seller's liability exceed the price to the Buyer of the specific Products and/or Services provided by the Seller giving rise to the claim or cause of action, and (b) in no event shall the Seller be liable for loss of profits, loss of production, loss of use, indirect, special, incidental, punitive or consequential damages.
14. SOFTWARE LICENSE:Notwithstanding any other provision to the contrary, the Seller or applicable third party owner shall retain all rights of ownership and title in its respective firmware and software, including all copyrights relating to such firmware and software and all copies of such firmware and software. Except as otherwise provided herein, the Buyer is hereby granted a nonexclusive, royalty free license to use firmware and software, and copies of firmware and software, incorporated into the Products only in conjunction with such Products and only at the Buyer’s plant site where the Products are first used. The Buyer’s use of certain firmware (as specified by the Seller) and all other software shall be governed exclusively by the Seller’s and/or third party owner’s applicable license terms.
15. EXPORTS/IMPORTS:The Buyer acknowledges and warrants that it
(a) will adhere to and comply with all applicable domestic and foreign export control laws, regulations orders and requirements (the “Export Control Laws”), and (b) will not, directly or indirectly through a third party, (i) ship the Products to Cuba, Burma, Iran, North Korea and Syria, or any other country subject to trade embargoes in violation of Export Control Laws, or (ii) apply, sell, export, re-export, divert or otherwise transfer the Products in support of a prohibited end-use. The Buyer acknowledges that the Seller will not proceed with a shipment when the Seller knows that the Products in that shipment are destined for a sanctioned country. The Buyer represents that neither the Buyer nor any person or entity known to the Buyer to be directly involved in this transaction as freight forwarder, customer, end-user, consultant, agent or otherwise is designated on any restricted parties lists of any country having jurisdiction over the Buyer or the transaction involving the Products.
16. GENERAL PROVISIONS:(a) The Buyer shall not assign its rights or obligations under these Terms and Conditions and the Purchase Documents without the Seller’s prior written consent;
(b) There are no understandings, agreements or representations, express or implied, not specified in these Terms and Conditions and the Purchase Documents and these Terms and Conditions supersede any previous agreements related to the purchase of Products or Services.
(c) No action, regardless of form, arising out of transactions under these Terms and Conditions and the Purchase Documents, may be brought by either party more than two (2) years after the cause of action arose;
(d) If any of the provisions of these Terms and Conditions, or portions thereof, are found to be illegal or unenforceable they are to that extent only deemed to be omitted and the remaining provisions of these Terms and Conditions shall remain in full force and effect and may be enforced nonetheless to protect and reflect the original intent of the parties hereunder;
(e) Any modification of these Terms and Conditions and the Purchase Documents must be set forth in a written instrument signed by a duly authorized representative of the Seller;
(f) These Terms and Conditions and the Purchase Documents do not create any partnership, agency or further relationship between the parties hereto;
(g) These Terms and Conditions and the Purchase Documents are governed by, and are to be construed and interpreted in accordance with, the laws of the Province of Alberta and the laws of Canada applicable in that Province, and, in respect of any dispute arising in connection with the Purchase Documents, the parties hereto submit to the exclusive jurisdiction of the Alberta courts.
"Buyer" means the company, partnership, person or entity purchasing the Products and/or Services from the Seller identified in the Purchase Documents;
"Products" means the equipment parts and materials being purchased by the Buyer as more particularly identified in the Purchase Documents;"Purchased Documents" means the documents accompanying these Terms and Conditions which more fully describe the Products and/or Services, including, as applicable, the Buyer's request for quotation, purchase orders, and the Seller's quotation;
"Seller" means John H. Carter Company and any division, affiliate or related company identified in the Purchase Documents;
"Services" means the services of any description or kind to be provided by the Seller in relation to the Products as more particularly identified in the Purchase Documents;
"Software" means the executable file of the computer programs, and not the source code, to be provided by the Seller to the Buyer which is more particularly described in the Purchase Documents.
"Terms and Conditions" means these general terms and conditions.
2. APPLICATION:These Terms and Conditions apply to every sale of Products and every supply of Services by the Seller to the Buyer. The Buyer specifically agrees and acknowledges that, unless the Seller agrees in writing to a modification of these Terms and Conditions, these Terms and Conditions apply and supersede any of the Buyer's standard terms and conditions whether set out in the Purchase Documents or otherwise.
3. PRICES:Unless otherwise specified by the Seller, the Seller's price for the sale of the Products will remain in effect for thirty (30) days from the date of the Seller's quotation. Unless otherwise specified, the Services provided by the Seller will be charged at the prices quoted in the Seller's quotation, if accepted within thirty (30) days from the date of the quotation, otherwise the prices charged will be at the rates set out in the Seller's published rate schedule in effect at the time the Services are actually rendered. The Seller's prices do not include applicable taxes which will be added to the price quoted and appear as a separate line item on the Seller's invoice. Prices for Products do not cover storing, installing, starting up or maintaining Products unless expressly stated in the Seller’s quotation.
4. TERMS OF PAYMENT:The Buyer shall pay the Seller the price of the Products and/or Services provided within thirty (30) days from the date of the Seller’s invoice, subject to approval of the Seller’s credit department. In the event that the Seller and the Buyer have agreed to a milestone payment schedule, the payment specified in the milestone payment schedule shall be paid on the dates that each milestone is achieved. The Seller may charge interest on overdue payments, commencing on the day on which the amount became payable, calculated at the rate of 1.5% per month compounded monthly (19.5618%) per annum.
5. DELIVERY AND TRANSFER OF TITLE AND RISK:All shipping dates for the Products and performance dates for the Services to be provided by the Seller are approximate only and are based on the Seller having received from the Buyer all information required by the Seller to provide the Products and/or Services. The Buyer agrees to accept shipment when Products are ready to ship or storage charges may apply. All Products shall be delivered to the Buyer at the location indicated in the Purchase Documents or, if no location is indicated, EX WORKS at the point of the manufacture of the Products. Transfer of risk of loss or damage to the Products shall be governed by the applicable Incoterm agreed to by the parties for the delivery of the Products and, if no Incoterm is specified, all risk of loss or damage to the Products while in transit shall be borne by the Buyer. Title to the Products shall pass to the Buyer on the Buyer making payment in full for the Products or on the Products being delivered to the Buyer, whichever occurs later.
6. DOCUMENTATION:The Seller shall supply the Buyer with the documentation specified in the Seller’s quotation. Any additional copies of the documentation or the supply of documentation on alternative media will be provided by the Seller to the Buyer at the Seller’s price then in effect.
7. CONFIDENTIALITY:Each party agrees to hold Confidential Information of the other party in confidence and to use Confidential Information solely related to the supply of the Products or performance of the Services in accordance with the Purchase Documents. The term “Confidential Information" shall include all technical, business, pricing, financial and other information of a confidential nature of, or related to, one party that is disclosed or made available to, or accessed by, the other party or its representatives, directly or indirectly, through any means of communication.
8. INSTALLATION:The Buyer shall be responsible for transporting, receiving, storing, installing, starting up and maintaining all Products. If requested, the Seller may, at its option, provide Services to assist the Buyer in the installation of the Products at a price to be agreed to between the Buyer and the Seller or at the rates set out in the Seller’s published rate schedule in effect at the time the Services are actually rendered.
9. EXCUSE OF PERFORMANCE:The Seller shall be excused from the performance of any term or condition of this sale of the Products or the provision of Services when and to the extent that the performance is delayed or prevented by any cause beyond its reasonable control, including, without limitation, acts of God, wars, riots, fire, labour unrest, inability to obtain materials or components, explosions, accidents, governmental requests, laws, regulations, orders, actions or interruption of computer or telecommunication systems. If such an event occurs, the shipping date and the price of the Products and/or Services to be provided by the Seller may be revised by agreement made between the Buyer and the Seller or the Seller may at its option cancel the sale of the Products or agreement to provide Services in which case the Buyer will pay the Seller any and all losses, damages, dismantling, restocking fees, and any other costs or expenses incurred by the Seller arising from such a termination.
10. TERMINATION:The Buyer may terminate its purchase of any and all of the Products and/or Services, subject to advance written notice to the Seller, provided that it pays the Seller for all Products shipped and Services performed up to the date of termination and any and all losses, dismantling, cancellation, restocking charges and any other costs or expenses arising from such termination. The Seller shall have the right, in addition to any other remedy, to either terminate its agreement to sell the Products or provide the Services or suspend further deliveries of the Products or provision of the Services to the Buyer in the event the Buyer fails to make any payment required to be made to the Seller when due.
11. WARRANTY:Subject to Sections 12 and 13, the Seller warrants its Products and/or Services as follows:
(a) The Seller will, at its option, repair or replace any defects in materials or workmanship in any Products which appear within the earlier of twelve (12) months from the date of the initial installation of such Products or eighteen (18) months from the date of shipment of such Products.
(b) Products manufactured by any third party provided by the Seller to the Buyer shall be subject to the manufacturer’s standard warranty and, notwithstanding anything to the contrary, the Seller shall have no liability for correcting any defect in the materials and workmanship in such Products. The Seller’s only obligation is to make a reasonable commercial effort to assist the Buyer in making a warranty claim as against the manufacturer’s standard warranty.
(c) Any Services and consumables supplied by the Seller, including component integration, device configuration and the repair of Products are warranted against defects in workmanship for a period of the earlier of ninety (90) days from the date of the installation of the Products or completion of the Services, or one hundred and twenty (120) days from the date of shipment of the Products to the Buyer. Any interpretative services provided by the Seller are not warranted either as to the accuracy or correctness of any such interpretations or any recommendations made by the Seller based upon these interpretations.
12. WARRANTY LIMITATIONS AND EXCLUSIONS:(a) The Seller does not warrant the performance of any Products and/or Services provided by it to the extent that the actual operating or other conditions differ from the specifications, information, representation of operating conditions or other data supplied by the Buyer for the purpose of the selection or design of the Products and/or Services;
(b) This limited warranty shall not apply to any repair or replacement of Products caused by abuse, accidental damage, misuse, improper installation, use of unauthorized parts, unsuitable power sources or environmental conditions, improper application, corrosion or inadequate or improper preventative maintenance of the Products;
(c) The Seller does not warrant the performance of any Software or Products controlled by the Software provided by the Seller unless the Buyer attends a site acceptance test and completes the site acceptance test documentation when the Purchase Documents require a site acceptance test of the Software and Products;
(d) All costs of dismantling, reinstallation and freight and the time and expenses of the Seller’s personnel and representatives for site travel and diagnosis under this warranty clause shall be borne by the Buyer unless accepted in writing by the Seller;
(e) The warranties and remedies set forth in Section 11, Warranty, are exclusive.
Seller’s liability for warranty related claims shall be limited to the purchase price of the Products or Services triggering such claim. Notwithstanding anything to the contrary, there are no other representations, conditions or warranties of any kind, express or implied, either in fact or by operation of law, by statute or otherwise, as to merchantability, fitness for particular purpose, or any other matter with respect to the Products, Software or Services, and the Seller specifically disclaims any and all implied or statutory representations, warranties or conditions.
13. LIMITATION OF REMEDY AND LIABILITY:The Seller shall not be liable for damages caused by delay in performance. The remedies of the Buyer set forth herein are exclusive. Notwithstanding anything to the contrary contained herein or any other related documents, regardless of the form of the claim or cause of action (whether based in contract, infringement, negligence, strict liability, other tort or otherwise), (a) in no event shall the Seller's liability exceed the price to the Buyer of the specific Products and/or Services provided by the Seller giving rise to the claim or cause of action, and (b) in no event shall the Seller be liable for loss of profits, loss of production, loss of use, indirect, special, incidental, punitive or consequential damages.
14. SOFTWARE LICENSE:Notwithstanding any other provision to the contrary, the Seller or applicable third party owner shall retain all rights of ownership and title in its respective firmware and software, including all copyrights relating to such firmware and software and all copies of such firmware and software. Except as otherwise provided herein, the Buyer is hereby granted a nonexclusive, royalty free license to use firmware and software, and copies of firmware and software, incorporated into the Products only in conjunction with such Products and only at the Buyer’s plant site where the Products are first used. The Buyer’s use of certain firmware (as specified by the Seller) and all other software shall be governed exclusively by the Seller’s and/or third party owner’s applicable license terms.
15. EXPORTS/IMPORTS:The Buyer acknowledges and warrants that it
(a) will adhere to and comply with all applicable domestic and foreign export control laws, regulations orders and requirements (the “Export Control Laws”), and (b) will not, directly or indirectly through a third party, (i) ship the Products to Cuba, Burma, Iran, North Korea and Syria, or any other country subject to trade embargoes in violation of Export Control Laws, or (ii) apply, sell, export, re-export, divert or otherwise transfer the Products in support of a prohibited end-use. The Buyer acknowledges that the Seller will not proceed with a shipment when the Seller knows that the Products in that shipment are destined for a sanctioned country. The Buyer represents that neither the Buyer nor any person or entity known to the Buyer to be directly involved in this transaction as freight forwarder, customer, end-user, consultant, agent or otherwise is designated on any restricted parties lists of any country having jurisdiction over the Buyer or the transaction involving the Products.
16. GENERAL PROVISIONS:(a) The Buyer shall not assign its rights or obligations under these Terms and Conditions and the Purchase Documents without the Seller’s prior written consent;
(b) There are no understandings, agreements or representations, express or implied, not specified in these Terms and Conditions and the Purchase Documents and these Terms and Conditions supersede any previous agreements related to the purchase of Products or Services.
(c) No action, regardless of form, arising out of transactions under these Terms and Conditions and the Purchase Documents, may be brought by either party more than two (2) years after the cause of action arose;
(d) If any of the provisions of these Terms and Conditions, or portions thereof, are found to be illegal or unenforceable they are to that extent only deemed to be omitted and the remaining provisions of these Terms and Conditions shall remain in full force and effect and may be enforced nonetheless to protect and reflect the original intent of the parties hereunder;
(e) Any modification of these Terms and Conditions and the Purchase Documents must be set forth in a written instrument signed by a duly authorized representative of the Seller;
(f) These Terms and Conditions and the Purchase Documents do not create any partnership, agency or further relationship between the parties hereto;
(g) These Terms and Conditions and the Purchase Documents are governed by, and are to be construed and interpreted in accordance with, the laws of the Province of Alberta and the laws of Canada applicable in that Province, and, in respect of any dispute arising in connection with the Purchase Documents, the parties hereto submit to the exclusive jurisdiction of the Alberta courts.
Customer Portal Terms & Conditions
Portal Terms & Conditions of Use
This Agreement (“Agreement") is between John H. Carter, Inc., and its affiliates and subsidiaries (collectively “Carter” or “we” or “us”) and employees of a Carter Customer, who has been provided a userid and password (“access credentials”) to access and use the Customer interactive Website (Website) on through the Carter Portal. This Agreement is effective on the date you have been assigned access credentials for your use of the Website from your Customer Administrator, and access and use of the Website are governed by the following “terms of Use,” Terms of Use:
TERMS of USE
Purpose
Carter voluntary provides a Customer Portal Website (a secure internet site, the “Website” or “Customer Website”) to Customers requesting such, to permit easy and secure access to track the status and repair reports of Carter, equipment, that the Customer has purchased from Carter, or for which Carter is an authorized repair facility. Carter has sole discretion to determine what equipment and documents can be viewed on the Website. If you are dissatisfied with any portion of the Website, or information, documents, or communications on the portal, or with any of these terms and conditions of use, your sole and exclusive remedy is to cease using the Website and the information, documents, or communications you obtained from the portal.
Acceptance of Terms of Use
The Website is offered to you conditioned upon your acceptance of the terms, conditions, and notices contained herein. By using the Website, you agree to these terms and conditions. If you do not agree with these terms of use, do not use the Website, and notify your Carter Administrator so your access credentials can be revoked.
Carter may modify, suspend, discontinue or restrict the use of any portion of the Website, including the availability of any portion of the content at any time, to you, or blocking access to the Website to of some or all Customer users, without notice or liability.
Carter reserves the right to modify the terms, conditions, and notices under which the portal is offered. Your continued use of the Customer’s Portal after the posting of any amended terms and conditions shall constitute your agreement to be bound by any such changes.
Description of Service and Accuracy of Information
The Customer Portal Website provides authorized employees of Customer with access to displays on certain Carter equipment for the Customer’s account only. The information, documents, and communications through the website, are provided as a convenient resource to Customers and may be used for informational purposes only. The information contained on this site should NOT be used as a substitute for consultation with Carter representatives.
Acquisition of Access Credentials When the Customer Website is opened, a Customer Administrator is assigned who has the sole authorization to request new user credentials for the Website. The Customer Administrator will request access credentials for a new user from the Carter Reprehensive by providing name and cell phone information for the new user. The new user’s credentials will be provided to the Customer representative. This new user will then be entered into the Customer database as a credentialed user or a registered user.
Using the portal and its related services requires the use of a user identifier (USERID), and password. The user will have to confirm his identity using the access code sent to that user’s email address to achieve two factor authentication.
Use of Access Credentials
The confidentiality of the USERID, and password and account itself are the responsibility of each user, and the Customer. Any activities that occur under a users’ credentials are the sole responsibility of the user and the Customer. You agree to notify the Carter Representative and your Customer Representative immediately of any unauthorized use of the Customer’s ’Website, or your access credentials or other breach of security (such as data breach that may have involved user access credentials. The Customer Administrator is responsible for notifying their Carter Representative of any change to a users’ access credentials, such as a new email address or the need to revoke a users’ access. You have the responsibility of notifying your customer representative of any needed change in the access credentials, or of any breach of your access equipment (e.g., your cell phone has been compromised). The use of another user’s access credentials is expressly prohibited.
Carter is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use the Website using your username or password. You shall immediately notify the Carter Representative if any unauthorized use of your USERID or password and any breach of confidentiality. Until Carter receives this notification from you or your Customer Representative, you will be held liable for any harm ensuing from the use of your username on the Website.
Prohibited Use of the Website
You are prohibited from using the Website to damage, disable, or overburden Carter’s servers or network or impair the Portal or interfere with any other party’s use of the Portal. Hacking, password mining, or any other means to gain unauthorized access to the Portal Website, or other Portal accounts, computers, or network is prohibited. Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is also prohibited.
You will not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of the Portal.
You will not make illegal use of the Website for purposes which are illegal or for any purpose other than for the Customer’s account.
You will not gain access, or attempt to gain access to our computer system or any other computer systems, other than through the Portal to gain access only to the Webpage.
You will not remove, obscure, or alter any notice of any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the Website.
Carter will fully cooperate with any law enforcement authorities or court order requesting or directing Carter to disclose the identity of anyone posting any such information and materials.
You may not permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of or the Website.
You may not modify the information posted by Carter on the Website. If you believe any information, or lack thereof is incorrect, please notify your Customer Representative.
Notwithstanding any existing legal or contractual obligations regarding confidentiality between you and Carter or Customer and Carter, you shall assure that all data, which comes into your possession through the use of the portal, is not transmitted to any unauthorized person.
In partial consideration of the opportunity to access the resources of the portal and Website, you agree to maintain the strict confidentiality of access of the portal and its data to you and your authorized employees and to indemnify and hold harmless the Firm and its officers, shareholders, and employees and their heirs, successors, and assigns from and against any and all claims, actions, demands, losses, damages, judgments, costs, and expenses, including without limitation, reasonable attorneys’ fees and liabilities of every kind that may arise from you or your employees’ use of the portal or because of violation of these terms and conditions of use.
We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks or systems.
Availability /Security of the Portal and the Website
Carter will use its best commercial efforts to make the Customer Website secure from unauthorized access. Carter uses industry standard encryption on all communications between your device and the Portal server. The Website server operating system and applications software will be updated and virus-scanned regularly. However, you recognize that no completely secure system for electronic data transfer has yet been devised. CARTER MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE PORTAL AND WEBSITE AND CONTENT ON THE WEBSITE AND SHALL NEVER BE LIABLE FOR ANY CLAIMED ACTUAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE PORTAL OR THE WEBSITE.
The Website Information
Carter takes commercially reasonable efforts to ensure that the information provided on the Website is accurate, and each Website is updated daily. HOWEVER, CARTER DOES NOT REPRESENT OR WARRANT THAT ALL THE INFORMATION IS ACCURATE. IF THE USER HAS ANY CONCERNS ABOUT SPECIFIC INFORMATION ON THE SITE, OR NOT POSTED ON THE SITE, THE USER SHOULD CONTACT THEIR CARTER REPRESENTATIVE.
Carter takes commercially reasonable efforts to provide 24-hour daily availability of the Customer Portal Website. However, Carter makes no representation or warranty that 24-hour service will be available. Customer agrees and acknowledges that the Customer Portal Website will, at times, be unavailable due to regularly scheduled maintenance, service upgrades, or other mechanical or electronic failures. CARTER SHALL NOT BE RESPONSIBLE FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO THE PORTAL OR THE WEBSITE. CARTER IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTIONS OF ANY TELEPHONE OR FIBER NETWORK OR LINES, COMPUTER ON-LINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY E-MAIL TO BE RECEIVED BY CARTER ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE, OR ANY COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO YOUR COMPUTER OR PERIPHERALS RELATED TO DOWNLOADING ANY MATERIALS IN FROM THE CUSTOMER PORTAL AND WEBSITE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CARTER OR ITS SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF OR CORRUPTION OF DATA, OR FOR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OR THE PERFORMANCE OF THE PORTAL, WITH THE DELAY OR INABILITY TO USE THE PORTAL OR RELATED SERVICES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE FIRM OR ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATES DO NOT PERMIT THESE TYPES OF LIMITATIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Intellectual Property
The content on the Website including without limitation, the text, software, scripts, graphics, photos, sounds, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Carter, and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Carter. Carter reserves all rights not expressly granted in. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Portal or Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Carter Portal or the Content therein. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Carter Portal and Website. Client agrees not to modify the software underlying the Client Portal or Website in any manner or form or to use modified versions of such software, including, without limitation, for the purpose of obtaining unauthorized access to the Portal.
Copyright and Trademark Policies
It is Carter’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, without limitation, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts to repeat infringers.
Other Content
The Customer Portal Website may include hyperlinks to other websites or content or resources that are not owned or controlled by Carter. Carter has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or resources which are provided by companies or persons other than Carter. You acknowledge and agree that Carter is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such websites or resources. You acknowledge and agree that Carter is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources. We encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website that you visit.
Icons, Logos, and Other Proprietary Material
The trademarks, logos, and service marks (collectively the “Trademarks") displayed are Carters. Nothing contained on the portal should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks displayed on the portal without the written permission of Carter. Your use of any of the Trademarks displayed on the portal or displayed on any content on the portal is strictly prohibited.
No Warranties.
ACCESS TO THE CLIENT PORTAL AND ITS WEBSITE CONTENT, PRODUCTS AND SERVICES ARE PROVIDED "AS IS." CARTER DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, CONCERNING THE MERCHANTABILITY, QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE CUSTOMER PORTAL OR ITS WEBSITE CONTENT. CUSTOMER AND ITS USERS ASSUMES ALL RISK OF USE. NO WARRANTY IS GIVEN THAT THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES OR UNINTERRUPTED. FIRM IS NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS' OR OTHER PROVIDERS' FACILITIES. THE FIRM HAS NO LIABILITY FOR FAULTY OR INTERRUPTED COMMUNICATION LINKS.
Limitation of Liability.
CARTER SHALL NOT BE LIABLE TO CUSTOMER OR ITS USERS OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCURRED ARISING OUT OF THE USE OR THE INABILITY TO USE THE CUSTOMER PORTAL, EVEN IF CARTER OR THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
Indemnification
Customer and it’s users release us and will indemnify, defend and hold harmless Carter, and their respective officers, directors, employees, and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to (a) your breach of any representation or warranty or other obligation contained in this Agreement; or (b) any and all third party claims arising out of or related to your violation of any third party right and all liabilities, assessments, losses, costs or damages to Customer’s and its users use or unauthorized use of the Portal or the Website, including without limitation your violation of any copyright, property or privacy right ( collectively, “Claims”). If any such Claim shall be brought against Carter, Carter shall notify Customer in writing and Customer shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses. Customer will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which may not be unreasonably withheld.
Term and Termination
This Agreement and the services contemplated by it may be terminated by either Carter or the Customer, with or without notice at any time. Carter may at any time terminate in whole or in part the Customer Portal without notice or liability.
Dispute Resolution.
The parties agree that any dispute between Customer and Carter relating to this Agreement, or the breach of it, shall, if negotiations and other discussions fail, be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the American Arbitration Association ("AAA") then in effect before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve any dispute by mediation. Failure or refusal by either party to mediate shall not in any way affect any subsequent arbitration.
If the dispute is not resolved by mediation, the dispute shall be subject to binding arbitration under the Dispute Resolution Rules for Professional Accountancy and Related Service Disputes of the AAA, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrating shall be heard before one or more arbitrators selected in accordance with these rules. The parties agree to conduct the arbitration in New Orleans, Louisiana. or other mutually agreed upon location. The arbitrator may only award actual damages and may not award consequential, exemplary, or punitive damages. The prevailing party in any arbitration or litigation shall be entitled to recover from the other party reasonable attorney and expert witness fees, court costs, fees, and expenses of the AAA, as the case may be, incurred in the same, in addition to any other relief that may be awarded.
Notwithstanding the provisions of the immediately preceding paragraph, neither Customer or Carter shall be compelled to arbitrate any dispute between the parties which arises out of or is related to any Claim asserted against either party by a third party unless the third party (whether one or more) agrees to join the arbitration and can be compelled to join it.
Under no circumstances shall Carter be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages that result from , arise out of or otherwise relate to your use of or inability to use the Customer’s Portal Website , or any website linked to the Website including but not limited to reliance by you on any information obtained from the Website that results in mistakes, omissions, interruptions, deletion or corruption of files, viruses, delays in operation or transmission, or any failure of performance, or any loss of profit, loss of goodwill or data, or cost of procurement of substitute goods or services or other intangible loss suffered.
Monitoring
We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks or systems, including use of metric tools, such as Google Analytics.
Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.
Severability
If any portion of this Agreement is held by a court of competent jurisdiction or an arbitrator to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
Waivers
The failure by Carter to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.
Successors and Assigns
This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Carter without restriction.
Relationship
Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between Customer, its users, and Carter.
Governing Law
This Agreement shall be construed and enforced according to the laws of the State of Louisiana applicable to agreements made and to be performed wholly within the State of Louisiana. You agree to submit to the exclusive jurisdiction of the courts located within the State of Louisiana, city of New Orleans to resolve any legal matter arising from these terms and conditions. Notwithstanding this, you agree that Carter shall still be entitled to apply in any jurisdiction for any necessary injunctive remedies.
Acceptance
By completing the site registration, you hereby acknowledge that you have read the Terms and Conditions portion of this document and that you agree to these terms and conditions. These Terms and Conditions may change, in which event, you will be required to accept the new Terms for continued use of the Carter Portal. This Agreement does not modify or affect any existing or future engagement letter or agreement between Customer and Carter. To the maximum extent permitted by applicable law, in no event shall Carter or its suppliers, be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any other damages whatsoever, including without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with your use or the performance of the portal, with the delay or inability to use the portal or related services, whether based in contract, tort, negligence, strict liability, or otherwise, even if the firm or its suppliers has been advised of the possibility of damages. Certain states do not permit these types of limitations, so the above limitations may not apply to you.
How To Contact Us. Any questions about these Terms should be addressed to info@johnhcarter.com.
Revision Date: October 22, 2021
This Agreement (“Agreement") is between John H. Carter, Inc., and its affiliates and subsidiaries (collectively “Carter” or “we” or “us”) and employees of a Carter Customer, who has been provided a userid and password (“access credentials”) to access and use the Customer interactive Website (Website) on through the Carter Portal. This Agreement is effective on the date you have been assigned access credentials for your use of the Website from your Customer Administrator, and access and use of the Website are governed by the following “terms of Use,” Terms of Use:
TERMS of USE
Purpose
Carter voluntary provides a Customer Portal Website (a secure internet site, the “Website” or “Customer Website”) to Customers requesting such, to permit easy and secure access to track the status and repair reports of Carter, equipment, that the Customer has purchased from Carter, or for which Carter is an authorized repair facility. Carter has sole discretion to determine what equipment and documents can be viewed on the Website. If you are dissatisfied with any portion of the Website, or information, documents, or communications on the portal, or with any of these terms and conditions of use, your sole and exclusive remedy is to cease using the Website and the information, documents, or communications you obtained from the portal.
Acceptance of Terms of Use
The Website is offered to you conditioned upon your acceptance of the terms, conditions, and notices contained herein. By using the Website, you agree to these terms and conditions. If you do not agree with these terms of use, do not use the Website, and notify your Carter Administrator so your access credentials can be revoked.
Carter may modify, suspend, discontinue or restrict the use of any portion of the Website, including the availability of any portion of the content at any time, to you, or blocking access to the Website to of some or all Customer users, without notice or liability.
Carter reserves the right to modify the terms, conditions, and notices under which the portal is offered. Your continued use of the Customer’s Portal after the posting of any amended terms and conditions shall constitute your agreement to be bound by any such changes.
Description of Service and Accuracy of Information
The Customer Portal Website provides authorized employees of Customer with access to displays on certain Carter equipment for the Customer’s account only. The information, documents, and communications through the website, are provided as a convenient resource to Customers and may be used for informational purposes only. The information contained on this site should NOT be used as a substitute for consultation with Carter representatives.
Acquisition of Access Credentials When the Customer Website is opened, a Customer Administrator is assigned who has the sole authorization to request new user credentials for the Website. The Customer Administrator will request access credentials for a new user from the Carter Reprehensive by providing name and cell phone information for the new user. The new user’s credentials will be provided to the Customer representative. This new user will then be entered into the Customer database as a credentialed user or a registered user.
Using the portal and its related services requires the use of a user identifier (USERID), and password. The user will have to confirm his identity using the access code sent to that user’s email address to achieve two factor authentication.
Use of Access Credentials
The confidentiality of the USERID, and password and account itself are the responsibility of each user, and the Customer. Any activities that occur under a users’ credentials are the sole responsibility of the user and the Customer. You agree to notify the Carter Representative and your Customer Representative immediately of any unauthorized use of the Customer’s ’Website, or your access credentials or other breach of security (such as data breach that may have involved user access credentials. The Customer Administrator is responsible for notifying their Carter Representative of any change to a users’ access credentials, such as a new email address or the need to revoke a users’ access. You have the responsibility of notifying your customer representative of any needed change in the access credentials, or of any breach of your access equipment (e.g., your cell phone has been compromised). The use of another user’s access credentials is expressly prohibited.
Carter is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use the Website using your username or password. You shall immediately notify the Carter Representative if any unauthorized use of your USERID or password and any breach of confidentiality. Until Carter receives this notification from you or your Customer Representative, you will be held liable for any harm ensuing from the use of your username on the Website.
Prohibited Use of the Website
You are prohibited from using the Website to damage, disable, or overburden Carter’s servers or network or impair the Portal or interfere with any other party’s use of the Portal. Hacking, password mining, or any other means to gain unauthorized access to the Portal Website, or other Portal accounts, computers, or network is prohibited. Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is also prohibited.
You will not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of the Portal.
You will not make illegal use of the Website for purposes which are illegal or for any purpose other than for the Customer’s account.
You will not gain access, or attempt to gain access to our computer system or any other computer systems, other than through the Portal to gain access only to the Webpage.
You will not remove, obscure, or alter any notice of any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the Website.
Carter will fully cooperate with any law enforcement authorities or court order requesting or directing Carter to disclose the identity of anyone posting any such information and materials.
You may not permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of or the Website.
You may not modify the information posted by Carter on the Website. If you believe any information, or lack thereof is incorrect, please notify your Customer Representative.
Notwithstanding any existing legal or contractual obligations regarding confidentiality between you and Carter or Customer and Carter, you shall assure that all data, which comes into your possession through the use of the portal, is not transmitted to any unauthorized person.
In partial consideration of the opportunity to access the resources of the portal and Website, you agree to maintain the strict confidentiality of access of the portal and its data to you and your authorized employees and to indemnify and hold harmless the Firm and its officers, shareholders, and employees and their heirs, successors, and assigns from and against any and all claims, actions, demands, losses, damages, judgments, costs, and expenses, including without limitation, reasonable attorneys’ fees and liabilities of every kind that may arise from you or your employees’ use of the portal or because of violation of these terms and conditions of use.
We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks or systems.
Availability /Security of the Portal and the Website
Carter will use its best commercial efforts to make the Customer Website secure from unauthorized access. Carter uses industry standard encryption on all communications between your device and the Portal server. The Website server operating system and applications software will be updated and virus-scanned regularly. However, you recognize that no completely secure system for electronic data transfer has yet been devised. CARTER MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE PORTAL AND WEBSITE AND CONTENT ON THE WEBSITE AND SHALL NEVER BE LIABLE FOR ANY CLAIMED ACTUAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE PORTAL OR THE WEBSITE.
The Website Information
Carter takes commercially reasonable efforts to ensure that the information provided on the Website is accurate, and each Website is updated daily. HOWEVER, CARTER DOES NOT REPRESENT OR WARRANT THAT ALL THE INFORMATION IS ACCURATE. IF THE USER HAS ANY CONCERNS ABOUT SPECIFIC INFORMATION ON THE SITE, OR NOT POSTED ON THE SITE, THE USER SHOULD CONTACT THEIR CARTER REPRESENTATIVE.
Carter takes commercially reasonable efforts to provide 24-hour daily availability of the Customer Portal Website. However, Carter makes no representation or warranty that 24-hour service will be available. Customer agrees and acknowledges that the Customer Portal Website will, at times, be unavailable due to regularly scheduled maintenance, service upgrades, or other mechanical or electronic failures. CARTER SHALL NOT BE RESPONSIBLE FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO THE PORTAL OR THE WEBSITE. CARTER IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTIONS OF ANY TELEPHONE OR FIBER NETWORK OR LINES, COMPUTER ON-LINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY E-MAIL TO BE RECEIVED BY CARTER ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE, OR ANY COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO YOUR COMPUTER OR PERIPHERALS RELATED TO DOWNLOADING ANY MATERIALS IN FROM THE CUSTOMER PORTAL AND WEBSITE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CARTER OR ITS SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF OR CORRUPTION OF DATA, OR FOR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OR THE PERFORMANCE OF THE PORTAL, WITH THE DELAY OR INABILITY TO USE THE PORTAL OR RELATED SERVICES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE FIRM OR ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATES DO NOT PERMIT THESE TYPES OF LIMITATIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Intellectual Property
The content on the Website including without limitation, the text, software, scripts, graphics, photos, sounds, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Carter, and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Carter. Carter reserves all rights not expressly granted in. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Portal or Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Carter Portal or the Content therein. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Carter Portal and Website. Client agrees not to modify the software underlying the Client Portal or Website in any manner or form or to use modified versions of such software, including, without limitation, for the purpose of obtaining unauthorized access to the Portal.
Copyright and Trademark Policies
It is Carter’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, without limitation, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts to repeat infringers.
Other Content
The Customer Portal Website may include hyperlinks to other websites or content or resources that are not owned or controlled by Carter. Carter has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or resources which are provided by companies or persons other than Carter. You acknowledge and agree that Carter is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such websites or resources. You acknowledge and agree that Carter is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources. We encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website that you visit.
Icons, Logos, and Other Proprietary Material
The trademarks, logos, and service marks (collectively the “Trademarks") displayed are Carters. Nothing contained on the portal should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks displayed on the portal without the written permission of Carter. Your use of any of the Trademarks displayed on the portal or displayed on any content on the portal is strictly prohibited.
No Warranties.
ACCESS TO THE CLIENT PORTAL AND ITS WEBSITE CONTENT, PRODUCTS AND SERVICES ARE PROVIDED "AS IS." CARTER DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, CONCERNING THE MERCHANTABILITY, QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE CUSTOMER PORTAL OR ITS WEBSITE CONTENT. CUSTOMER AND ITS USERS ASSUMES ALL RISK OF USE. NO WARRANTY IS GIVEN THAT THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES OR UNINTERRUPTED. FIRM IS NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS' OR OTHER PROVIDERS' FACILITIES. THE FIRM HAS NO LIABILITY FOR FAULTY OR INTERRUPTED COMMUNICATION LINKS.
Limitation of Liability.
CARTER SHALL NOT BE LIABLE TO CUSTOMER OR ITS USERS OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCURRED ARISING OUT OF THE USE OR THE INABILITY TO USE THE CUSTOMER PORTAL, EVEN IF CARTER OR THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
Indemnification
Customer and it’s users release us and will indemnify, defend and hold harmless Carter, and their respective officers, directors, employees, and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to (a) your breach of any representation or warranty or other obligation contained in this Agreement; or (b) any and all third party claims arising out of or related to your violation of any third party right and all liabilities, assessments, losses, costs or damages to Customer’s and its users use or unauthorized use of the Portal or the Website, including without limitation your violation of any copyright, property or privacy right ( collectively, “Claims”). If any such Claim shall be brought against Carter, Carter shall notify Customer in writing and Customer shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses. Customer will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which may not be unreasonably withheld.
Term and Termination
This Agreement and the services contemplated by it may be terminated by either Carter or the Customer, with or without notice at any time. Carter may at any time terminate in whole or in part the Customer Portal without notice or liability.
Dispute Resolution.
The parties agree that any dispute between Customer and Carter relating to this Agreement, or the breach of it, shall, if negotiations and other discussions fail, be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the American Arbitration Association ("AAA") then in effect before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve any dispute by mediation. Failure or refusal by either party to mediate shall not in any way affect any subsequent arbitration.
If the dispute is not resolved by mediation, the dispute shall be subject to binding arbitration under the Dispute Resolution Rules for Professional Accountancy and Related Service Disputes of the AAA, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrating shall be heard before one or more arbitrators selected in accordance with these rules. The parties agree to conduct the arbitration in New Orleans, Louisiana. or other mutually agreed upon location. The arbitrator may only award actual damages and may not award consequential, exemplary, or punitive damages. The prevailing party in any arbitration or litigation shall be entitled to recover from the other party reasonable attorney and expert witness fees, court costs, fees, and expenses of the AAA, as the case may be, incurred in the same, in addition to any other relief that may be awarded.
Notwithstanding the provisions of the immediately preceding paragraph, neither Customer or Carter shall be compelled to arbitrate any dispute between the parties which arises out of or is related to any Claim asserted against either party by a third party unless the third party (whether one or more) agrees to join the arbitration and can be compelled to join it.
Under no circumstances shall Carter be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages that result from , arise out of or otherwise relate to your use of or inability to use the Customer’s Portal Website , or any website linked to the Website including but not limited to reliance by you on any information obtained from the Website that results in mistakes, omissions, interruptions, deletion or corruption of files, viruses, delays in operation or transmission, or any failure of performance, or any loss of profit, loss of goodwill or data, or cost of procurement of substitute goods or services or other intangible loss suffered.
Monitoring
We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks or systems, including use of metric tools, such as Google Analytics.
Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.
Severability
If any portion of this Agreement is held by a court of competent jurisdiction or an arbitrator to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
Waivers
The failure by Carter to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.
Successors and Assigns
This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Carter without restriction.
Relationship
Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between Customer, its users, and Carter.
Governing Law
This Agreement shall be construed and enforced according to the laws of the State of Louisiana applicable to agreements made and to be performed wholly within the State of Louisiana. You agree to submit to the exclusive jurisdiction of the courts located within the State of Louisiana, city of New Orleans to resolve any legal matter arising from these terms and conditions. Notwithstanding this, you agree that Carter shall still be entitled to apply in any jurisdiction for any necessary injunctive remedies.
Acceptance
By completing the site registration, you hereby acknowledge that you have read the Terms and Conditions portion of this document and that you agree to these terms and conditions. These Terms and Conditions may change, in which event, you will be required to accept the new Terms for continued use of the Carter Portal. This Agreement does not modify or affect any existing or future engagement letter or agreement between Customer and Carter. To the maximum extent permitted by applicable law, in no event shall Carter or its suppliers, be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any other damages whatsoever, including without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with your use or the performance of the portal, with the delay or inability to use the portal or related services, whether based in contract, tort, negligence, strict liability, or otherwise, even if the firm or its suppliers has been advised of the possibility of damages. Certain states do not permit these types of limitations, so the above limitations may not apply to you.
How To Contact Us. Any questions about these Terms should be addressed to info@johnhcarter.com.
Revision Date: October 22, 2021