W.W. Williams owns and operates Williams Online internet based services and is authorizing you, as a W.W. Williams customer ("Customer"), to use Williams Online upon these terms and conditions.
- Permitted Use. Customer may access and use Williams Online, including any text, images or software, only during the normal course of your business operations as a W.W. Williams Customer. Customer may copy, reproduce, republish, upload, post, transmit and distribute material from Williams Online only it you (a) keep intact all copyright and other proprietary notices on the material and (b) observe all restrictions connected to such material, including any license agreements relating to software obtained from Williams Online. Customer may not decompile, reverse engineer, disassemble, or otherwise reduce any software obtained from Williams Online to a human-perceivable form.
- Ownership. Customer does not, by virtue of downloading any material from Williams Online, obtain title to, or any other ownership interest in, that material. W.W. Williams retains full and complete title or license to the material, and all related intellectual property rights, and is licensing you to use such material subject to this agreement and any other terms connected to such material. Modification of the material or use of the material for any other purpose is a violation of W.W. Williams's copyright and other proprietary rights. All trademarks, service marks, and trade names are proprietary to W.W. Williams or its licensors.
- Compliance with Laws. Customer must comply with all applicable laws in connection with Customer use of Williams Online, including publishing, accessing and transmitting data. Customer may not use Williams Online to publish or transmit obscene, profane, lewd, vulgar, rude or disrespectful language: to knowingly distribute false information about a person or organization; or to harass, intimidate, threaten or annoy others.
- Security. Customer access to Williams Online is password protected. Customer accepts responsibility for the security of the passwords and for utilization of Williams online via the passwords. Customer must not disclose passwords to anyone not authorized to act on Customer's behalf. Passwords are not assignable to third parties. Customer agrees to reimburse W.W. Williams for all liabilities, costs and expenses incurred by W.W. Williams relating to the misuse or unauthorized use of Customer's passwords, including order placement. Customer must notify W.W. Williams immediately in writing of any breach or suspected breach in password security or if an employee or other party authorized to access Williams Online has been terminated or otherwise should be denied access. Customer also must notify W.W. Williams immediately in writing if Customer desires that W.W. Williams cancel or change one or more passwords. Upon receipt of such notification, W.W. Williams will cancel the current password(s) and, if requested, issue replacements. Customer must observe all security features on Williams Online and may not disable or bypass any security devices. Customer may not use Williams Online to gain unauthorized access to computers or other computer networks; for malicious or destructive purposes (such as the development or transmission of computer viruses); or to publish, access or transmit obscene or pornographic material.
- Order Validity. Orders placed using Customer's password shall be Customer's binding obligation. Upon placement via Williams Online, all orders shall, for all purposes, be treated as a writing signed by an authorized Customer representative and will be admissible between W.W. Williams and Customer to the same extent and under the same terms and conditions as other business records originated and maintained in documentary form.
- Shipping Costs, Taxes. Separate charges for shipping may be applied to the Customer's invoice(s). Unless Customer provides or has provided W.W. Williams with a valid and correct tax exemption certificate applicable to the product ship-to location prior to W.W. Williams's acceptance of the order, Customer is responsible for all sales and other taxes associated with the order. If applicable, a separate charge for taxes will be included in the invoice.
- Customer Data. Unless required by law, W.W. Williams will not disclose to any third party any specific information provided by Customer except as contemplated by these terms and conditions and as may be reasonable or necessary to process orders, verify information provided and to collect amounts owed to W.W. Williams. However, W.W. Williams does not warrant to Customer and disclaims any responsibility for maintaining the confidentiality of information provided by Customer in using Williams Online and in ordering products. In using Williams Online, Customer acknowledges that there are inherent risks associated with the electronic transmission of information over the Internet and that W.W. Williams will not be liable to a Customer except for willful misconduct or gross negligence on the part of W.W. Williams.
- Certain Reserved Rights. W.W. Williams reserves the right in its sole discretion: A.) to monitor, review and Use all communications and other use of Williams Online, together with information relating to such communications and use, such as identification of sources and recipients of information, usage frequency and content of transmissions; B) to change, suspend or discontinue any aspect of the William Online at any time, including the availability of any feature, database, or content, and to impose limits on certain features and services or restrict your access to parts or all of Williams Online without notice or liability.
- Disclaimer of Warranties. The materials in Williams Online are provided "AS IS" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, W.W. Williams disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. W.W. Williams does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site, or the server that makes it available, are free of viruses or other harmful components. W.W. Williams does not warrant or make any representations regarding the use or the results of the use of Williams Online or the materials in this site in terms of their accuracy, timeliness, reliability or otherwise.
- No Consequential Damages. Under no circumstances, including, but not limited to, negligence, will W.W. Williams, its subsidiary and parent companies or affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from your use of, or inability to use, Williams Online. If you are dissatisfied with any Williams Online material, or with any of W.W. Williams's terms and conditions, your sole and exclusive remedy is to discontinue using Williams Online.
- Miscellaneous. W.W. Williams may change the terms in this agreement by notifying you of such change via the online (web) version of this agreement, including the effective date of such change. If you do not agree to be bound by the changes, you should not use Williams Online again and you should cancel your subscription. You will be deemed to have agreed to be bound by the change if you use Williams Online on or after the effective date of the change. You may not assign your rights or obligations under this agreement to anyone. If any provision in this agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. This agreement, your rights and obligations, and all actions contemplated by this agreement will be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of law. You may terminate your subscription at any time.
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