Terms of Use

Effective: April 16,  2012

 

This web site and any derivative web site on which these Terms of Use are posted are owned and operated by CarterEnergy (“CarterEnergy”).  CarterEnergy has adopted these Terms of Use (“Terms of Use” or “Agreement”) to make you aware of the terms and conditions of your use of this web site, any derivative web sites on which these Terms of Use are posted and any Content (defined below) or other products or services that are offered or provided via the aforementioned web sites (collectively, the “Web Site”).  In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you,” “your” or “User” shall include such entity or person in addition to such representative, and your acceptance of this Agreement shall constitute acceptance on behalf of such entity or person.

CarterEnergy reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this web page.  You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for such changes.  The continued use of the Web Site following the posting of changes to these Terms of Use will constitute your acceptance of those changes.

By using OR OTHERWISE ACCESSING the Web Site, creating, registering or accessing an account, purchasing any products or services via the Web Site or manifesting your assent to these Terms of Use in any other manner, you hereby expressly agree to, and shall be BOUND BY, these Terms of Use.  If you do not agree to these Terms of Use, you may not use OR OTHERWISE ACCESS the Web Site, create, register or access an account, or ORDER any products or services via the Web Site. 

General Terms of Use and Restrictions on Use

CarterEnergy hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Web Site solely for the internal business needs of the entity of which User is an authorized representative, subject to your agreement to, compliance with and satisfaction of these Terms of Use.  All rights not otherwise expressly granted by these Terms of Use are reserved by CarterEnergy.  If you do not comply with the Terms of Use at any time, CarterEnergy reserves the right to revoke the aforementioned license(s), limit your access to the Web Site or restrict your ability to order products and services.  You may not obscure or remove any proprietary rights notices contained in or on the Content of the Web Site.  You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Web Site or any part thereof.

CarterEnergy may discontinue or alter any aspect of the Web Site, remove Content from the Web Site, restrict the time the Web Site is available or restrict the amount of use permitted at CarterEnergy’s sole discretion and without prior notice or liability.  You agree that CarterEnergy may, under certain circumstances, immediately suspend and/or terminate your access to the Web Site or any part thereof.  Cause for such measures shall include, without limitation: (a) breaches or violations of these Terms of Use or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Web Site; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity regarding your account; and/or (e) engagement by you in fraudulent or illegal activities.  You further agree that such measures shall be taken in CarterEnergy’s sole discretion and without liability to you or any third party. 

CarterEnergy Intellectual Property

Unless otherwise specifically noted herein, images, trademarks, service marks, logos and icons of CarterEnergy displayed on the Web Site are the property of CarterEnergy and may not be used without CarterEnergy’s prior written consent.  Trademarks owned by third parties are the property of those respective third parties.  The Web Site is the copyrighted property of CarterEnergy, and it may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms of Use.  Any unauthorized use of any Content, whether owned by CarterEnergy or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes.  You will not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate or redistribute the Content or other intellectual property found in the Web Site or any part thereof or grant any other person or entity the right or access to do so. 

Content

You acknowledge that the Web Site may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by CarterEnergy or third parties (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights. 

Accounts

For certain aspects of the Web Site, you may be asked to register an account.  In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process.  You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password.  You agree to immediately notify CarterEnergy in the event (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your username or password or any other breach of security.  You also agree that you will provide truthful and accurate information during the registration process.  CarterEnergy may refuse to grant a particular username to you for any reason, including, without limitation, in the event CarterEnergy determines that such username impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.

CarterEnergy’s Privacy Policy

CarterEnergy collects, stores and uses data collected from you in accordance with CarterEnergy’s Privacy Policy, located at https://CarterEnergy.com/Account/Privacy.  The terms and conditions of the Privacy Policy are hereby expressly incorporated into these Terms of Use.

Links

The Web Site may provide, or third parties may provide, links to other web sites or resources on the Internet.  Because CarterEnergy has no control over such web sites or resources, you acknowledge and agree that CarterEnergy is not responsible for the availability of such external web sites or resources, and CarterEnergy does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such web sites or resources or for any privacy or other practices of the third parties operating those web sites or resources.  You further acknowledge and agree that CarterEnergy shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such web site or resource.  CarterEnergy strongly encourages you to review any separate terms of use and privacy policies governing use of these third party web sites and resources.

Quotes and Calculations

The Web Site may provide the ability for Users to submit certain information through the Web Site in order to request a quote from CarterEnergy regarding CarterEnergy’s provision of specific products or services.  In the event you submit information via a quote request portion of the Web Site, any factual information contained in the information you submit must be true and accurate.  You acknowledge and agree that CarterEnergy’s acceptance of information from you in order to generate a quote and CarterEnergy’s provision of a quote is not a binding offer or agreement to provide any services to you, and that any provision of services by CarterEnergy shall be subject to a separate agreement entered between you and CarterEnergy based on CarterEnergy’s then-current terms and conditions.  While CarterEnergy strives to create a quote that is as accurate as possible, final numbers are estimates and terms may differ from the actual quote due to any number of circumstances.  CarterEnergy reserves the right to alter or modify the terms of any quote for any reason, including incomplete or inaccurate information submitted by you, credit requirements, timing requirements, errors or omissions, prior to entering a written agreement to provide services to you. 

Orders

CarterEnergy may allow users to place Orders for products and/or services via the Web Site or through a third-party affiliate.  “Order” shall mean any order placed by a user for products and/or services via the Web Site that is accepted by CarterEnergy.  In the event that you are a User placing an Order to purchase products and/or services, you are subject to the additional terms of this section as well as any other terms and conditions regarding the purchase of such products and/or services provided by CarterEnergy throughout the Web Site or otherwise.  Upon placing an Order, you agree to pay to CarterEnergy the purchase price for the products or services set forth in the Order.  Prices and availability of products are subject to change without notice. 

User Representations

You hereby represent and warrant to CarterEnergy that: (a) you have the power and authority to enter into and perform your obligations under this Agreement; (b) all information provided by you to CarterEnergy is truthful, accurate and complete; (c) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject that is related to your use of the Web Site or any part thereof; (d) you have provided and will maintain accurate and complete registration information with CarterEnergy; (e) your access to and use of the Web Site or any part thereof and/or purchase and use of any products or services will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (f) you will immediately notify CarterEnergy in the event that you learn or suspect that your registration information, username or password has been disclosed or otherwise made known to any other person; (g) you will not use the Web Site in order to gain competitive intelligence about CarterEnergy, the Web Site or any product or service offered via the Web Site or to otherwise compete with CarterEnergy or its affiliates; and (h) if you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, that you are in fact an authorized representative of such entity or other person.

Prohibited Uses

You are solely responsible for any and all acts and omissions that occur under your username or password, and you agree not to engage in unacceptable use of the Web Site or any part thereof, which includes, without limitation: (a) use of the Web Site to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Web Site or any other computer network; (b) use of the Web Site to post, store or disseminate viruses, trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (c) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Web Site (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Web Site); (d) harvesting or otherwise collecting any information about other Users, including, without limitation, email addresses or other contact information of other Users; or (e) use of the Web Site to engage in any activity that, as determined by CarterEnergy, may violate these Terms of Use, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use.

Disclaimer

CarterEnergy uses reasonable efforts to maintain the Web Site, but CarterEnergy is not responsible for any defects or failures associated with the Web Site, any part thereof, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.  The Web Site may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which CarterEnergy may undertake from time to time, or (c) causes beyond the control of CarterEnergy or which are not foreseeable by CarterEnergy.  

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

EXCEPT AS OTHERWISE EXPRESSLY AGREED BY CARTERENERGY, THE WEB SITE, ANY CONTENT AND ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEB SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.  CARTERENERGY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.  ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CARTERENERGY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, LOSS OF OR INJURY TO LIFE OR OTHER INTANGIBLE LOSSES (EVEN IF CARTERENERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEB SITE; OR (B) ANY OTHER MATTER RELATING TO THE WEB SITE OR ANY CONTENT.  IF YOU ARE DISSATISFIED WITH THE WEB SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEB SITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.  IN NO EVENT SHALL CARTERENERGY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEB SITE OR PURCHASING ANY PRODUCTS OR SERVICES OFFERED THEREON.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Term and Termination

This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated.  You agree that CarterEnergy, in its sole discretion, may terminate your use of the Web Site or any part thereof upon prior notice in the event you violate these Terms of Use.  You agree that CarterEnergy may immediately suspend your account and your access to the Web Site or any part thereof in order to conduct an investigation in the event it believes you have violated these Terms of Use.  CarterEnergy may also, in its sole discretion and at any time, discontinue providing the Web Site, any part thereof, or any products advertised thereon, with or without notice.  In addition to any other method of termination or suspension provided for in this Agreement, CarterEnergy reserves the right to terminate this Agreement at any time and for any reason upon notice to you.  Further, you agree that CarterEnergy shall not be liable to you or any third-party for any termination or suspension of your access to the Web Site or any part thereof.  You may terminate this Agreement at any time by immediately discontinuing all access to the Web Site and by providing notice to CarterEnergy of such discontinuance.  Termination or cancellation of this Agreement shall not affect any right or relief to which CarterEnergy may be entitled at law or in equity.  Upon termination of this Agreement, you shall terminate all use of the Web Site and any Content provided thereby. 

Governing Law and Other Miscellaneous Terms

The parties agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to CarterEnergy which would be both difficult to ascertain and which would not be compensable by damages alone.  As such, the parties agree that CarterEnergy has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies CarterEnergy may have for your breach of this Agreement.

The validity and effect of these Terms of Use shall be governed by and construed and enforced in accordance with the laws of the State of Kansas, without regard to its conflicts or choice of laws principles.  ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE WEB SITE, ITS USE, THESE TERMS OF USE, CONCERNING ANY SALE OR CONCERNING ANY OTHER PRODUCT, SERVICE, POLICY OR PROCEDURE OF CARTERENERGY, MUST BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN JOHNSON OR WYANDOTTE COUNTY, KANSAS, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING; AND YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM. 

If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

Other terms and conditions regarding your purchase of products and services from CarterEnergy may be provided throughout the Web Site or otherwise, and such terms and conditions are hereby expressly incorporated into this Agreement.  Additionally, other written agreements between you and CarterEnergy may govern the parties’ relationship, the terms and conditions of which control to the extent they conflict with the terms and conditions of this Agreement.  This Agreement, including any other agreements or additional terms referenced herein, constitutes the complete and exclusive statement of the Agreement between the parties with respect to the Web Site, Content, and products and services offered via the Web Site, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Web Site, Content and products and services sold via the Web Site.  If any provision of this Agreement is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision.  As so reformed or modified, the court shall fully enforce this Agreement.  The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. CarterEnergy makes no representation that Content or other material or information on the Web Site is appropriate to or available in locations outside of the United States.  You may not use the Web Site or export Content in violation of United States export laws, regulations or restrictions.  If you access the Web Site from outside of the United States, you are responsible for compliance with all applicable laws.