Terms and Conditions of Use for Dealer Portal

Effective Date of Terms: June 21, 2021

1. GENERAL; AGREEMENT TO TERMS; GENERAL

These Terms and Conditions of Use (“Terms”) are entered into by and between you and BPR-RICO EQUIPMENT, INC. (“RICO”). In consideration of your use of and access to the Dealer Portal (the “Site”), and the promises and obligations herein, and intending to be legally bound, you and RICO hereby agree as follows:

a. This Site may be accessed and used solely by dealers of RICO products and their authorized employees and agents (each, a “Dealer”). If you are not a Dealer, you must discontinue use of the Site and services provided on or through the Site. Each Dealer is responsible for compliance with these Terms by the individual users whom it has authorized, to use this Site. If a Dealer’s employee is terminated, Dealer must immediately restrict access to the email address the employee used to register for the Site.

b. Your access to and use of this Site is subject to and governed by these Terms. By the continued use of this site by a Dealer, its employees or agents, the Dealer is agreeing to comply with and will be deemed to be bound by these terms, as amended from time to time, and all applicable laws and regulations in connection with the use of the site by the Dealer, its employees or agents. If you do not agree to be bound by the current Terms and all applicable laws and regulations you are required to leave the Site and discontinue use of the Site and services provided on or through the Site.

c. Among other things, this Site provides general information concerning RICO’s products. Accessing the Dealer Portal requires registration. RICO reserves the right to refuse to allow registration for or access to the Dealer Portal to any person or entity, for any reason, at any time, in its sole discretion.

d. These Terms and the information provided on the Site do not modify or supersede and in no way override the terms and conditions of any written dealer agreement or other contract between you and RICO. IN CASE OF A CONFLICT BETWEEN THE TERMS AND CONDITIONS OF YOUR DEALER AGREEMENT AND THESE TERMS, THESE TERMS WILL CONTROL, BUT ONLY WITH RESPECT TO YOUR ACCESS AND USE OF THIS SITE.

e. You may not use any automatic device, extraction tool, robot, program or technology, or any equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Site or Content (as defined below), or in any way reproduce, circumvent or modify the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionate load on the infrastructure of the Site.

2. CHANGES IN TERMS; TERMINATION.

RICO shall have the right, in its sole discretion, at any time and without prior notice, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Site. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on the Site. The date of the last revision of the Terms will appear at the top of these Terms. You are responsible for reviewing the Site periodically for any modification to these Terms. You agree that you shall be deemed to be apprised of and bound by any revisions or additions by RICO to the Terms. Your continued use of the Site with any such changes to the Terms constitutes your acceptance of the new Terms, whether or not you actually reviewed them. No modification to these Terms by any party other than RICO shall be valid or enforceable against RICO unless expressly agreed to by RICO in writing signed by a duly authorized officer of RICO.

3. DISCONTINUED OPERATION OF SITE.

RICO shall have the right, in its sole discretion, without notice and at any time and for any reason to discontinue operation of the Site, or any portion thereof, or any products or services offered through, if any, or advertised on this Site, or to terminate yours or any individual’s access to or use of the Site. RICO shall also have the right to terminate your access to the Site at any time, in its sole discretion, for any or no reason and in such case you will not be able to access certain features of the Site. The restrictions imposed on you, the disclaimers, indemnities and limitations of liability set forth in these Terms shall survive any termination of the Site or your use thereof.

4. SITE CONTENT; TRADEMARK, COPYRIGHT, AND CONFIDENTIALITY OF PROPRIETARY INFORMATION.

The text, images, photographs, graphics, logos, illustrations, descriptions, data and other material provided on the Site, as well as the selection, assembly and arrangement thereof, are referred to collectively as the “Content.”

The Content may contain errors, omissions, or typographical errors or may be out of date. RICO may change, delete, or update any Content at any time and without prior notice. The Content is provided for informational and promotional purposes only and is not binding on RICO in any way except to the extent it is expressly provided to be so.

Unless otherwise noted, all Content is protected by copyrights, trademarks, service marks, and other proprietary rights that are owned by RICO. You may view and use the Content only to publish, display or produce marketing materials with the purpose to sell RICO products. You may not otherwise use, reproduce, copy, modify, transmit, display, publish, sell, license, publicly perform, distribute or commercially exploit any of the Content. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) without the express, written consent of RICO. Any use of the Content, except as specifically permitted in these Terms or as otherwise expressly permitted in the Content or in a writing signed by an authorized representative of RICO is strictly prohibited.

You hereby agree to treat all information and data you access through the Site as proprietary information of RICO. You hereby agree that you shall hold the Content in confidence, take all commercially reasonable precautions to protect the confidentiality and value of the Content, agree not to disclose the Content unless consistent with the purpose for which it was transmitted and except as provided in these Terms, such proprietary information shall not be used, directly or indirectly for any nonprofit, commercial, business or other purpose or in any way detrimental to RICO.

5. LINKED THIRD PARTY SITES.

Links to other websites operated by third parties do not constitute sponsorship, endorsement, or approval by RICO of the content, policies, or practices of such linked sites. Linked sites are not operated or controlled by RICO, and RICO is not responsible for the availability, content, policies, or practices of linked sites, including without limitation privacy policies or practices. Links to other sites are provided for your convenience only, and you access them at your own risk.

6. REGISTRATION; DEALER ACCOUNTS; USE OF SITE.

Dealer agrees that the user information provided in the “Dealer Portal Registration” area that is provided by Dealer in connection with account registration is true, accurate, current and complete in all respects (including registration of only current employees of Dealer) and agrees to notify RICO as soon as possible of any changes. Dealer information and individual user access may be updated by logging into the account or contacting us at marketing@ricoequipment.com.

7. PASSWORDS

Dealer is responsible for maintaining the confidentiality of account information, including your password, and for all activity that occurs under your account. You will not disclose your password to unauthorized individuals. You agree to notify RICO immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for any losses incurred by RICO or any other users of the Site due to someone else using your password or Dealer account. You may not use anyone else’s password or Dealer account. You may not attempt to gain unauthorized access to the Site, and if you attempt to do so, or assist others in making such attempts, then RICO may terminate your online account.

You are solely responsible for changing your password from time to time. The Site may, but RICO is not required to prompt you to change your password periodically, and your access to the site may be interrupted if you fail to do so.

By accessing any part of this Site that is password protected you are agreeing you are the proper and authorized individual/user of the username and password being used to obtain access. Unauthorized individuals may be subject to prosecution.

8. E-MAIL ALERTS

From time to time, automatic E-mail alerts are sent to Dealers concerning important product updates or changes exclusively as a Dealer convenience. Email alerts may be delayed or prevented by a variety of factors. RICO neither guarantees the delivery nor the accuracy of the contents of any alert. RICO is not liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance of an alert.

9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY AS TO THE SITE AND CONTENT.

NEITHER RICO, ANY PARTNERS OF RICO NOR ANY OF THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES MAKES ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE SITE OR ANY LINKED SITE OR ITS CONTENT, INCLUDING THE AVAILABILITY OF THE SITE OR THE CONTENT, INFORMATION AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THAT CONTENT, INFORMATION AND MATERIALS. RICO, PARTNERS OF RICO AND THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES ALSO DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF THE SITE OR ANY LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, ALL CONTENT, INFORMATION AND MATERIAL PROVIDED ON THE SITE IS PROVIDED TO USERS “AS IS” WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THE “AS IS” CONDITION OF THE CONTENT, INFORMATION AND MATERIALS PROVIDED ON THIS SITE OR ANY LINKED SITE IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION ARISING THROUGH OR AS A RESULT OF THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.

While RICO takes reasonable steps to safeguard and to prevent unauthorized access to your personal information, we are not responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your personal information.

UNDER NO CIRCUMSTANCES SHALL RICO, ANY PARTNERS OF RICO, ANY OF THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY OUT OF ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THIS SITE OR ITS CONTENT OR ANY LINKED SITE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF RICO OR ANY OF ITS PARTNERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS RICO, ITS PARTNERS AND THEIR RESPECTIVE AFFILIATES AND RELATED ENTITIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, AND COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND COURT COSTS), ARISING OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS OR YOUR ACCESS TO OR USE OF THIS SITE AND ANY PRODUCTS OR SERVICE PROVIDED TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THIS SITE. THE FOREGOING INDEMNIFICATION OBLIGATION SHALL SURVIVE TERMINATION OF THESE TERMS AND THE SITE AND ANY PRODUCT OR SERVICE PROVIDED TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THIS SITE.

11. MISCELLANEOUS.

Entire Agreement – The Privacy Policy and Terms and Conditions of Use for Website and these Terms constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral terms and conditions of use between the parties with respect to such subject matters. Nevertheless, these Terms and Conditions of Use do not supersede any written dealer agreements or other agreements between you and RICO. Both will be enforced to the extent they are not inconsistent. If they are inconsistent, the terms of the Dealer Agreement shall govern.

Waiver and Severability – No waiver by RICO of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any other provisions of the Terms. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms.

Waiver of Trial by Jury – EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, ACTION, PROCEEDING OR LITIGATION ARISING OUT OF, IN CONNECTION WITH OR RELATED TO, THESE TERMS OR YOUR USE OF THIS SITE. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED OR OTHERWISE INDICATED THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT OF A JURY TRIAL IN THE EVENT OF ANY DISPUTE, ACTION, PROCEEDING OR LITIGATION. EACH OF THE PARTIES AGREES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THESE TERMS.

Statute of Limitations – You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Nonperformance or Delay in Performance – RICO shall not be liable for any nonperformance or delay in performance caused by any act beyond their reasonable control.

Jurisdiction and Venue – Access to or use of this Site shall not be construed as the purposeful availment by RICO or any of its partners of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of Ohio. These Terms, and any disputes of any kind between you and RICO, shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflicts or choice of law’s provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of, or related to, these Terms, use of this Site shall be in the state courts located in the County of Medina, Ohio, or the United States District Court for the Northern District of Ohio. The section titles in this Terms and Conditions of Use are for convenience only and have no legal or contractual effect.

California Residents Only – Privacy Notice – This California Privacy Notice (“Notice”) is for California residents and explains how we collect, use, and share your Personal Information and how to exercise your rights under the California Consumer Privacy Act (“CCPA”). “Personal Information” in this Notice, means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with you. Personal Information does not include information that is aggregated or information that cannot be reasonably linked to you.

How we collect, use, and share Personal Information – To provide the products or features offered on the Site, we must process information about you, including Personal Information you provided when you registered. We may share your Personal Information for business purposes with strict restrictions on how our partners can use and disclose the data we provide, at your direction, or in ways otherwise in accordance with the CCPA. We don’t sell any of your Personal Information, and we never will. We do not collect, share, or store other Personal Information which you did not provide to us.

How can you exercise your rights provided under the CCPA? – Under the CCPA, you have the following rights:

• Right to Know: You have the right to request that we disclose to you the Personal Information we collect, use, or disclose, and information about our data practices;
• Right to Request Deletion: You have the right to request that we delete your Personal Information that we have collected from you;
• Right to Non-Discrimination: We will not discriminate against you for exercising any of these rights.

To exercise your “right to know” or your “right to request deletion,” please contact us at marketing@ricoequipment.com.

Please note that to protect your information, we may need to verify your identity before processing your request. In some cases we may need to collect additional information to verify your identity, such as a government issued ID.

Under the CCPA, you may exercise these rights yourself or you may designate an authorized agent to make these requests on your behalf.

Contact for more information – If you have additional questions about this Notice or how to exercise your rights under the CCPA, please contact us at marketing@ricoequipment.com.

This Site may be unavailable from time to time, including for system maintenance and upgrades. When this occurs, a message will be displayed on-line when you sign on to the Dealer Portal.

ACCEPTANCE OF TERMS BY ALL DEALERS

BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU:

1. ACKNOWLEDGE THAT OU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND
2. REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT.

IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU SHOULD CLICK, “I DO NOT AGREE” AND YOU WILL NOT BE ALLOWED ACCESS TO THE SITE. BY CLICKING “I AGREE” BELOW, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.

IT IS STRONGLY RECOMMENDED THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS AT THIS TIME. IF YOU DO NOT PRINT THE AGREEMENT NOW, YOU MAY OBTAIN A COPY AT ANY TIME BY CONTACTING US AT marketing@ricoequipment.com.

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