Gamber-Johnson Gateway Registration

This Agreement describes the terms under which you may use the Conceptâ„¢ Software.

1. Agreement. The Conceptâ„¢ Software is provided to User (defined below) under the terms and conditions of this Conceptâ„¢ User Agreement ('Agreement'). By using the web-based Conceptâ„¢ Software, User, acknowledge that they agree to be bound to this Agreement.
2. Conceptâ„¢ Software. Description. The Conceptâ„¢ Software was developed by Configure One, Inc. (Configure One) to facilitate customization of standard items, products or parts through browser-based product configuration software.
3. Scope. Configure One is not involved in any transaction between User and Supplier; Configure One is not a party to, third-party beneficiary of, or guarantor of performance with respect to any subsequent agreement between a User and Supplier. Specifically, Configure One does not control the availability of products/services, the terms on which products/services are offered, or whether a potential Supplier will respond to a User's request, order or demand. Because Configure One does not and cannot be involved in User-to-Supplier dealings, in the event that User has a dispute with Supplier, User releases Configure One (and its agents and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
4. Availability. The availability of the Conceptâ„¢ Software depends on many factors, including User's connection to the Internet, the availability of the Internet and the Internet backbone and equipment that, by its nature, is not fault tolerant. Supplier will use reasonable efforts to make the Conceptâ„¢ Software available to User during such times that are agreed upon by User and Supplier.
5. User License to Use the Conceptâ„¢ Software. Configure One hereby grants User a limited non-exclusive, non-transferable license to use the Conceptâ„¢ Software under the terms and conditions agreed upon by Supplier in its agreement with Configure One. To the extent a broader license has been granted to Supplier by Configure One, User's exercise of this limited license is subject to and conditioned on the terms and conditions of this Agreement. This license terminates if User breaches any term of this Agreement. User may not transfer or assign this license to any other party. User agrees NOT to make any further copies of the Conceptâ„¢ Software. Furthermore, User shall not copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Conceptâ„¢ Software or Documentation or use the Conceptâ„¢ Software to operate in or as an outsourcing environment, except as described herein. User understands that all aspects of the Conceptâ„¢ Software, including without limitation, programs and methods of processing, and any and all improvements, enhancements, revisions, and modifications thereto shall remain the sole and exclusive property of Configure One. It is understood that no title to or ownership of the Conceptâ„¢ Software, Documentation or any part thereof, is hereby transferred to User. User understands and agrees that any and all copyrights, patents, trade secrets, and other intellectual property or proprietary rights in the Conceptâ„¢ Software, Documentation and any improvements, enhancements, revisions, and modifications are and shall remain the property of Configure One, and nothing in this Agreement should be construed as transferring any aspect of such rights to Supplier, User or any third party. User shall take all reasonable steps to safeguard the Conceptâ„¢ Software and to ensure that no persons authorized to have access to the Conceptâ„¢ Software shall take any action in violation of this Agreement. User shall not alter or remove any copyright, trade secret, patent, trademark, proprietary and/or other legal notices contained on or in copies of the Conceptâ„¢ Software.
6. Confidentiality. The parties agree that any Confidential Information disclosed by a party (the Disclosing Party) and received by the other party (the Receiving Party) under this Agreement shall be: (a) kept confidential by the Receiving Party; (b) treated by the Receiving Party with no less a standard of confidentiality than the standard the Receiving Party applies to its own Confidential Information of a similar nature, but in no event less than a reasonable standard of care; (c) used by the Receiving Party only in connection with the implementation of this Agreement; and (d) divulged to the Receiving Party's employees or third parties only if they have a need know and have undertaken by prior written agreement to keep such Confidential Information on no less a restrictive basis than applies to the Receiving Party herein. The Receiving Party agrees to use all reasonable steps to ensure that the Disclosing Party's Confidential Information received under this Agreement is not disclosed or used by its employees or agents in violation of this Agreement. Customer understands that, if there is a breach by User of any duty owed to Configure One with respect to any Confidential Information, Configure One may sustain irreparable injury and may not have adequate remedy at law. As a result, User agrees that, in the event of any breach of this Agreement, Configure One may, in addition to any other remedies available to it, bring an action or actions for injunction, specific performance or both, and have entered a temporary restraining order, preliminary or permanent injunction, or order compelling specific performance.
7. Termination of Agreement. Configure One may terminate User's use of the Conceptâ„¢ Software at any time. If Configure One suspends or terminates User or Supplier's right to use the Conceptâ„¢ Software, then Supplier shall, within a reasonable time, provide notice to User of such action. Termination is in addition to all other legal or equitable remedies available to either party hereunder. Upon termination of this Agreement for any reason, User shall cease to use Conceptâ„¢ Software.
8. NO WARRANTY. CONFIGURE ONE MAKES NO WARRANTIES REGARDING THE WEB SITE THROUGH WHICH THE CONCEPTâ„¢ SOFTWARE IS ACCESSED NOR REGARDING THE CONCEPTâ„¢ SOFTWARE, AND HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE CONCEPTâ„¢ SOFTWARE, CONTENT, AND WEB SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE STATUTORY WARRANTY AGAINST NON-INFRINGEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY CONFIGURE ONE, OR ITS EMPLOYEES OR REPRESENTATIVES, WILL CREATE A WARRANTY; NOR SHALL USER RELY ON ANY SUCH INFORMATION OR ADVICE. CONFIGURE ONE SHALL NOT BE LIABLE FOR FAILURES WHICH ARE CAUSED BY SUPPLIER, USER OR ANY THIRD PARTY, NOR FOR FAILURES CAUSED BY ABUGS INCONSISTENT PERFORMANCE OF SUPPLIER, USER OR THIRD PARTY HARDWARE OR SOFTWARE.
9. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL CONFIGURE ONE OR ITS SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADE SECRETS, GOODWILL, OR ANTICIPATED OR LOST PROFITS) THAT RESULT FROM USER'S USE OF OR INABILITY TO USE THE CONCEPTâ„¢ SOFTWARE. CONFIGURE ONE IS NOT LIABLE FOR THE COST OR PROCUREMENT OF SUBSTITUTE SERVICES, TECHNOLOGY, OR DATA. CONFIGURE ONE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS RECEIVED BY CONFIGURE ONE FROM USER FOR THE SPECIFIC TRANSACTION GIVING RISE TO SUCH A CLAIM. USER HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT CONFIGURE ONE IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES OR SOFTWARE AVAILABLE FROM CONFIGURE ONE OR ITS AFFILIATES.
10. No Agency or Partnership. This Agreement does not create any relationship between the parties of principal and agent, partners, joint ventures, legal representative, or employer and employee, whether between the parties or between a party and the other party's employees, for any purpose whatsoever. User has no right to create any obligation or responsibility, express or implied, on behalf of or in the name of Configure One, or to bind Configure One in any manner or concerning any matter
11. Assignment. User shall not assign this Agreement or any of its rights or obligations without the prior written consent of Configure One, and any such attempted assignment will be void. Subject to the above, this Agreement will be binding upon the parties' respective successors and permitted assigns.
12. Force Majeure. Configure One will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by Internet outages, earthquakes, communications outages, fire, flood, war, an act of God, or the occurrence of any other unforeseen contingency beyond the reasonable control of Configure One.
13. Entire Agreement; No Severability or Unintentional Waiver. This Agreement constitutes the entire agreement between User and Configure One with respect to the Conceptâ„¢ Software and supersedes all prior agreements between User and Configure One. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by Configure One of a breach of any provision of this Agreement or the failure by Configure One to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
14. Choice of Law/Choice of Venue/Choice of Language. User agree that this agreement will be construed, interpreted, and applied in accordance with the laws of the United States and the State of Illinois, as would be interpreted by the U.S. Court of Appeals for the Seventh Circuit with respect to this Agreements, without giving effect to the conflict of laws thereof. The court and authorities of the State of Illinois and the United States District Court for the Northern District of Illinois will have the sole jurisdiction and venue (including personal jurisdiction) over all controversies which may arise with respect to this Agreement, and User hereby waives any other jurisdiction and venue to which User may be entitled by virtue of domicile or otherwise.
15. Damages and Attorneys Fees. If User does not materially comply with any of the terms of this Agreement, then User shall be obligated to pay to Configure One all damages, statutory or otherwise, resulting from such non compliance, as well as Configure One's reasonable attorneys fees and costs associated with Configure One enforcing any of its rights in connection with such non compliance.
16. Survival of Termination. Sections 5, 6, 8-10 and 13-15 shall survive the termination or expiration of this Agreement.