Terms and Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY

These terms and conditions govern your use of the Century Distribution Systems, Inc.’s (“Century”) websites that link to these terms, including centurysc.com and our VMS (Visibility Management System)^® web-based system and any other website owned, operated, licensed, or controlled by Century and its related affiliates or subsidiaries (together, the “Century Sites”). By using the Century Sites, you agree and opt-in to these terms and conditions of use in full. If you do not agree to the terms, you may not use these sites.

You must be at least thirteen (13) years of age to use the Century Sites. By using the Century Sites and by agreeing to these terms and conditions, you warrant and represent that you are at least thirteen (13) years of age.

Please note that we offer many services. Your use of Century products or services are provided by Century pursuant to a separate manually or digitally-executed agreement. Those additional terms become part of your agreement with us, if you use the services or log into the Century Sites.

RESTRICTION ON USE

Material from the Century Sites may not be copied or distributed, or republished, uploaded, posted, or transmitted in any way, without the prior written consent of Century. Modification or use of the materials for any other purpose violates Century’s intellectual property rights. The material on the Century Sites is provided for lawful purposes only. You may view, download for caching purposes only, and print pages from the Century Sites for your own customer use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

republish material from these websites (including republication on another website);
sell, rent or sub-license material from the websites;
show any material from the websites in public;
reproduce, duplicate, copy or otherwise exploit material on our websites for commercial purposes;
edit or otherwise modify any material on the websites; or
redistribute material from this website (except for content specifically and expressly made available for redistribution (such as our newsletter)).

If you download software from the Century Sites, the software, included all files, images, contained in or generated by the software, and accompanying data (together, the “Software”) are deemed to be licensed to you by Century. Neither title nor intellectual property rights are transferred to you, but remain with Century, which owns full and complete right, title and interest in and to the Software. You may not resell, decompile, reverse engineer, disassemble, or otherwise convert the Software to a humanly perceptible form.

INTELLECTUAL PROPERTY RIGHTS

Copyright and other relevant intellectual property rights subsist in and to all content relating to Century’s services and in and to full content of the Century Sites. Century’s brand names and names of specific services offered on the Century Sites are protected under trademark and related laws.

ACCEPTABLE USE

You must not use the Century Sites (a) in any way that causes, or may cause, damage to the Century Sites or impairment of the availability or accessibility of the websites; (b) in any way which is unlawful, illegal, fraudulent or harmful; or (c) relating to any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use the Century Sites to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software, whether known or unknown.

You must not conduct any systematic or automated data collection activities, including but not limited to scraping, data mining, data extraction and data harvesting, on or in relation to our websites without express written consent.

You must not use the Century Sites to transmit or send unsolicited commercial communications.

You must not use the Century Sites for any purposes related to internal or external marketing without our express written consent.

RESTRICTED ACCESS

Access to certain areas of the Century Sites is restricted. We reserve the right to restrict access to other areas of the Century Sites, or to our entire websites, at our discretion.

If we provide you with or you generate a user ID and password to enable you to access restricted areas of the Century Sites or other content or services, you must ensure that the password is kept confidential.

You must notify us in writing immediately if you become aware of any unauthorized use of your account or password.

You are responsible for any activity on the Century Sites arising out of any failure to keep your password confidential and you may be held liable for any losses arising out of such a failure.

You must not use any other person’s user ID and password to access our websites.

We may disable your user ID and password at any time at our sole discretion with or without notice or explanation.

Notwithstanding our rights under these terms and conditions in relation to your content, we reserve the right to monitor and exclude your content from our websites.

Feedback

For all communications made to or with us, including but not limited to feedback, questions, comments, suggestions and the like, we are free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information.

Modifications and Termination

We reserve the right to modify the Century Sites at any time, with or without notice to you. For example, we may add or remove functionality or features, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. If you don’t like any changes, you can stop using the Century Sites at any time.

Electronic Communications

When you use the Century Sites or send communications to us through the Century Sites, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Century Sites. We may communicate with you by email or by posting notices on the Century Sites. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us.

DISCLAIMER

Exclusions and Limitations

The information on these websites is provided on an “as is” basis. To the fullest extent permitted by law, Century:

excludes all representations and warranties relating to these websites and its contents, whether provided by Century or by any Century affiliates or any other third party, including in relation to any inaccuracies or omissions in the Century Sites and/or our company literature. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES; and

excludes all liability for damages arising out of or in connection with your use of the Century Sites. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised Century of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.

The above exclusions and limitations apply only to the extent permitted by law. Your statutory rights as a consumer are not affected unless otherwise allowed by law.

INDEMNITY

You hereby indemnify Century and undertake to keep Century indemnified and hold us harmless against any losses, damages, costs, liabilities and expenses (including but not limited to legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us arising out of any breach by you of any provision of these Terms and Conditions, or arising out of any claim that you have breached any provision of these Terms and Conditions.

BREACHES OF THESE TERMS AND CONDITIONS

Without prejudice to our other rights under these Terms and Conditions, if you breach these Terms and Conditions in any form, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the websites, prohibiting you from accessing the websites, blocking computers using your IP address from accessing the websites, contacting your internet service provider to request that they block your access to the websites and/or bringing court proceedings against you, upon prior written notice to you. If the breach is not cured within five (5) business days of your receipt of written notice, or if the breach is not curable, our action shall be final. Time is of the essence.

ASSIGNMENT

We may transfer, sub-contract or otherwise enforce our rights and/or obligations under these Terms and Conditions without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise transfer your rights and/or obligations under these terms and conditions.

SEVERABILITY

If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions shall remain in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision shall remain in effect.

EXCLUSION OF THIRD PARTY RIGHTS

These Terms and Conditions are for the benefit of you and Century and are not intended to benefit any third party or be enforceable by any third party. The exercise of Century’s and your rights in relation to these Terms and Conditions is not subject to or contingent on the consent of any third party.

NO WAIVER

If you do not comply with these Terms and Conditions, our failure to take immediate action is not a waiver of any rights we may have to take action.

ENTIRE AGREEMENT

These Terms and Conditions together with our Privacy Policy constitute the entire agreement between you and Century in relation to your use of our websites and supersede all previous website terms.

LAW AND JURISDICTION

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Virginia, without regard to conflict of laws principles, and any disputes relating to these Terms and Conditions will be subject to the exclusive and express jurisdiction of the courts of competent jurisdiction of Virginia, regardless of subject matter or diversity.

Century reserves all rights to make changes to these Terms and Conditions. Revised terms and conditions will apply to the use of our websites from the date of publication of the revised Terms and Conditions on our websites. These Terms and Conditions were last modified on 2/16/2022.