GI Windows, Inc.

Legal Disclaimer and Terms of Website

Last Updated: 02/06/2020

Welcome, and thank you for your interest in GI Windows, Inc.(“GI Windows”, “We” or “Us”) and our website at www.giwindows.com, along with our related websites provided by Us (collectively, the “Website”). These termsof website(“Terms of Website”) are a legally binding contract between you and GI Windowsregarding your use of the Website.

 

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCESSING OR USING THE WEBSITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE WEBSITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING GI WINDOWS’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE WEBSITE. YOUR USE OF THE WEBSITE, AND GI WINDOWS’SPROVISION OF THE WEBSITE TO YOU, CONSTITUTES AN AGREEMENT BY GI WINDOWSAND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 12, you agree that disputes arising under these Termswill be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND GI WINDOWSARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 12.)

NO MEDICAL ADVICE. This Website has been created by Us to provide information about our company and our business. This information is for general informational purposes only. NOTHING ON THIS WEBSITE SHOULD BE CONSTRUED AS MEDICAL ADVICE. THIS WEBSITE DOES NOT OFFER MEDICAL DIAGNOSIS OR PATIENT-SPECIFIC TREATMENT ADVICE. It is important that you consult with your own health care professional about your specific situation.

1.    GI Windows Website Overview. Our Website provides you with up to date information about Us, including product              
      information, news and updates about Us, and any other information Wemay provide via our Websitefrom time to time. 

2.    Eligibility. You must be at least 18 years old to use the Website. By agreeing to these Terms, you represent and warrant
       to Us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Website;
       and (c) your use of the Website is in compliance with any and all applicable laws and regulations. If you are an entity,
       organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have
       authority to bind you to these Terms and you agree to be bound by these Terms.

3.    Licenses

          3.1.    Limited License. Subject to your complete and ongoing compliance with these Terms, GI Windowsgrants you,
                   solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable,
                   revocable license to access and use the Website.

          3.2    License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you
                   may not: (a) reproduce, distribute, publicly display, or publicly perform the Website; (b) make modifications to the
                   Website; or (c) interfere with or circumvent any feature of the Website, including any security or access control
                   mechanism. If you are prohibited under applicable law from using the Website, you may not use it.

          3.3    Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or                    improvements to the Website (“Feedback”), then you hereby grant GI Windowsan unrestricted, perpetual,
                   irrevocable, non-exclusive, transferable, sublicensable fully-paid, royalty-free and worldwide right to exploit the
                   Feedback in any manner and for any purpose without credit due to you or other restrictions, including to improve
                   the Website and create other products and Websites.

4.    Ownership; Proprietary Rights. The Website is owned and operated by GI Windows. This Website may contain or
       reference patents, technologies, products, or other proprietary rights of GI Windowsand/or other third parties. NOTHING
       ON THIS WEBSITE SHOULD BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHT
       UNDER ANY TRADEMARKS, PATENTS, TECHNOLOGIES, PRODUCTS, OR OTHER PROPRIETARY RIGHTS OF GI WINDOWSOR ANY
       THIRD PARTY. The visual interfaces, graphics, design, compilation, information, data, computer code (including source
       code or object code), products, software, Websites, and all other elements of the Website (“Materials”) provided by GI
       Windows are protected by intellectual property and other laws. All Materials included in the Website are the property of
       GI Windows or its third party licensors. Except as expressly authorized by GI Windows, you may not make use of the
       Materials. GI Windows reserves all rights to the Materials not granted expressly in these Terms.

5.    Communications. We may send you emails concerning our products and Websites. You may opt out of promotional
       emails by following the unsubscribe instructions in the promotional email itself.

6.    Prohibited Conduct. BY USING THE WEBSITE, YOU AGREE NOT TO:

         a.   reproduce, distribute, publicly display, or publicly perform the Website

         b.   make any modifications to the Website

         c.   use the Website for any illegal purpose or in violation of any local, state, national, or international law;

         d.   violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any
                third party intellectual property right;

         e.   interfere with security-related features of the Website, including by: (i) disabling or circumventing features that
               prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the
               source code of any portion of the Website except to the extent that the activity is expressly permitted by
               applicable law;

         f.    interfere with the operation of the Website or any user’s enjoyment of the Website, including by: (i) uploading or
               otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited
               offer or advertisement to another user of the Website; (iii) collecting personal information about another user or
               third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or
               used to provide the Website; or

         g.   perform any fraudulent activity including impersonating any person or entity or claiming a false affiliation with GI                     Windowswithout permission from Us; 

         h.   attempt to do any of the acts described in this Section 6or assist or permit any person in engaging in any of the
               acts described in this Section 6.

7.    Modification of these Terms. We reserve the right to change these Termson a going-forward basis at any time. Please
       check these Termsperiodically for changes. If a change to these Termsmaterially modifies your rights or obligations,
       We may require that you accept the modified Termsin order to continue to use the Website. Material modifications are
       effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except
       as expressly permitted in this Section 7, these Termsmay be amended only by a written agreement signed by
       authorized representatives of the parties to these Terms. Disputes arising under these Termswill be resolved in
       accordance with the version of these Termsthat was in effect        at the time the dispute arose.

8.    Term, Termination and Modification of the Website

              8.1    Term. These Terms are effective beginning when you accept the Termsor first access or use the Website, and
                      ending when terminated as described in Section 8.2.

              8.2   Termination. If you violate any provision of these Terms, your authorization to access the Website and                                             these Terms automatically terminate. In addition, GI Windowsmay, at its sole discretion, terminate these
                       Terms or suspend or terminate your access to the Website, at any time for any reason or no reason, with or
                       without notice. 

              8.3    Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must                                  immediately cease all use of the Website; (b) you will no longer be authorized to access the Website(c)
                       Sections 
3.3, 4, 8.3, 9, 10, 11, 12, and 13 will survive.

              8.4    Modification of the Website. GI Windowsreserves the right to modify or discontinue the Website at any time                                (including by limiting or discontinuing certain features of the Website), temporarily or permanently, without
                        notice to you. GI Windows will have no liability for any change to the Website or any suspension or termination
                        of your access to or use of the Website. 

9.     Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Website, and you will defend
        and indemnify GI Windows and its officers, directors, employees, consultants, and agents, as well as any affiliates and
        subsidiaries (together, the “GI WindowsEntities”) from and against every claim brought by a third party, and any
        related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected
        with: (a) your unauthorized use of, or misuse of, the Website; (b) your violation of any portion of these Terms, any
        representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your
        violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or
        privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to
        assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting
        your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our
       defense of those claims.

 

10.    Disclaimers; No Warranties

 

THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. GI WINDOWSDISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. GI WINDOWSDOES NOT WARRANT THAT THE WEBSITE OR ANY PORTION OF THE WEBSITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE WEBSITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE OR GI WINDOWS ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE WEBSITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE GI WINDOWS ENTITIES OR THE WEBSITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE WEBSITE AND YOUR DEALING WITH ANY OTHER WEBSITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE WEBSITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE WEBSITE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THIS WEBSITE MAY CONTAIN LINKS TO OTHER WEBSITES. SUCH LINKS ARE PROVIDED SOLELY FOR YOUR CONVENIENCE AS POINTERS TO INFORMATION THAT MAY BE USEFUL TO USERS OF THIS WEBSITE. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE CONTENT OF ANY SUCH LINKED WEBSITE INCLUDING, WITHOUT LIMITATION, THE ACCURACY, COMPLETENESS, RELIABILITY OR SUITABILITY, THEREOF FOR ANY PARTICULAR PURPOSE, NOR DO WE WARRANT THAT SUCH SITE OR CONTENT IS FREE FROM ANY CLAIMS OF COPYRIGHT, TRADEMARK OR OTHER INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES OR THAT SUCH SITE OR CONTENT IS FREE FROM DEFECTS, VIRUSES OR OTHER DESTRUCTIVE OR DISABLING DEVICES. A LINK TO A WEBSITE NOT MAINTAINED OR CONTROLLED BY US DOES NOT IMPLY ANY ENDORSEMENT OF OR RESPONSIBILITY FOR THE OPINIONS, IDEAS, PRODUCTS, INFORMATION OR SERVICES OFFERED AT SUCH SITES, OR ANY REPRESENTATION REGARDING THE CONTENT AT SUCH LINKED WEBSITES.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. GI Windowsdoes not disclaim any warranty or other right that GI Windowsis prohibited from disclaiming under applicable law.

11.   Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE GI WINDOWS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISINGOUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE OR ANY MATERIALS OR CONTENT ON THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY GI WINDOWS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 12.4AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE GI WINDOWS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TOTHE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE WEBSITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.    Dispute Resolution and Arbitration

             12.1    Generally. In the interest of resolving disputes between you andGI Windowsin the most expedient and cost
                       effective manner, and except as described in Section 12.2, you and GI Windowsagree that every dispute arising
                        in connection with these Termswill be resolved by binding arbitration. Arbitration is less formal than a lawsuit in
                        court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than
                        in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and
                        relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating
                        to any aspect of these Terms,  whether based in contract, tort, statute, fraud, misrepresentation, or any other l
                        legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU
                        UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GI WINDOWS ARE EACH WAIVING THE
                        RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

              12.2    Exceptions. Despite the provisions of Section 12.1, nothing in theseTermswill be deemed to waive, preclude, or                               otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an                                 enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek
                        injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual
                        property infringement claim.

              12.3    Arbitrator. Any arbitration between you and GI Windowswill be settled under the Federal Arbitration Actand                                 administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules
                        (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online
                        at www.adr.org, by calling the AAA at 1-800-778-7879, or by contactingGI Windows. The arbitrator has exclusive
                        authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding
                        arbitration agreement.

              12.4    Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the                                  dispute to the other party by certified U.S.Mailor by Federal Express(signature required) or, only if that other
                         party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). GI
                         Windows’s address for Notice of Arbitration is: GI Windows, Inc., 375 West Street, West Bridgewater, MA 02379.
                         The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the
                         specific relief sought. The parties will make good faith efforts to resolve the claim directly, but if the parties do
                         not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or GI
                         Windows may commence an arbitration proceeding. All arbitration proceedings between the parties will be
                         confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any
                         settlement offer made by you or GI Windows must not be disclosed to the arbitrator until after the arbitrator
                         makes a final decision and award, if any.

              12.5    No Class Actions. YOU AND GI WINDOWSAGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR                              OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR                                                    REPRESENTATIVE PROCEEDING. Further, unless both you and GI Windowsagree otherwise, the arbitrator may not                            consolidate more than one person’s claims, and may not otherwise preside over any form of a representative
                         or class proceeding.

              12.6    Modifications to this Arbitration Provision. If GI Windowsmakes any future change to this arbitration provision,                              other than a change to GI Windows’saddress for Notice of Arbitration, you may reject the change by sending
                         Us written notice within 30 days of the change to GI Windows’saddress for Notice of Arbitration, in which case
                         your account with GI Windowswill be immediately terminated and this arbitration provision, as in effect
                         immediately prior to the changes you rejected will survive.

              12.7    Enforceability. If Section 12.5or the entirety of this Section 12is found to be unenforceable, then the entirety of
                         this Section 12will be null and void and, in that case, the exclusive jurisdiction and venue described in

                         Section 13.2 will govern any action arising out of or related to these Terms.

13.    Miscellaneous

              13.1    General Terms. These Terms, together with any privacy policy of GI Windows(the “GI WindowsPrivacy Policy”)                               and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive                           understanding and agreement between you and GI Windowsregarding your use of the Website. You may not
                        assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or
                        otherwise, without our prior written consent. We may assign these Termsat any time without notice or consent.
                        The failure to require performance of any provision will not affect our right to require performance at any other
                        time after that, nor will a waiver by Us of any breach or default of these Terms, or any provision of these Terms,
                        be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in
                        these Terms is for convenience only and will not have any impact on the interpretation of any provision.
                        Throughout these Termsthe use of the word “including” means “including but not limited to”. If any part of these
                        Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent
                        possible, and the remaining parts will remain in full force and effect.

              13.2    Governing Law. These Termsare governed by the laws of the Commonwealth of Massachusettswithout regard
                         to conflict of law principles. You and GI Windowssubmit to the personal and exclusive jurisdiction of the state
                         courts and federal courts located within Suffolk County, Massachusetts for resolution of any lawsuit or court
                         proceeding permitted under these Terms. We operate the Website from our offices in Massachusetts, and We
                         make no representation that Materials included in the Website are appropriate or available for use in other
                         locations.

              13.3    Privacy Policy. GI Windowsunderstands and respects the importance of privacy. Please read the GI Windows                              Privacy Policy [link to privacy policy]carefully for information relating to our collection, use, storage, disclosure
                         of your personal information. The GI Windows Privacy Policy is incorporated by this reference into, and made a
                         part of, these Terms.We collect certain non-personal visitor information for a variety of business purposes. By
                         using this Website, you are agreeing to the collection of non-personal and personal information as set forth in
                         the Terms.

              13.4     Additional Terms. Your use of the Website and/or other GI Windows services is subject to all additional terms,                               policies, rules, or guidelines applicable to such services or certain features of the services that We may post
                          on or link to from the Website (the “Additional Terms”). All Additional Terms, as applicable, are incorporated by
                          this reference into, and made a part of, these Terms. If there is any conflict or inconsistency between any such
                          Additional Terms and these Terms, these Terms will control.

              13.5     Consent to Electronic Communications. By using the Website, you consent to receiving certain electronic                                     communications from Us as further described in any GI Windows Privacy Policy. Please read the GI Windows
                          Privacy Policy to learn more about our electronic communications practices. You agree that any notices,
                          agreements, disclosures, or other communications that Wesend to you electronically will satisfy any legal
                          communication requirements, including that those communications be in writing.

              13.6     Contact Information. The Website is offered by GI Windows, Inc., located at 375 West Street, West Bridgewater,
                           MA 02379. You may contact Us by sending correspondence to that address or by emailing Us at

                           brian.tinkham@giwindows.com.

              13.7     No Support. We are under no obligation to provide support for the Website. In instances where Wemay offer
                          support, the support will be subject to published policies.

              13.8     International Use. The Website is intended for visitors located within the United States. We make no
                          representation that the Website is appropriate or available for use outside of the United States. Access to the
                          Website from countries or territories or by individuals where such access is illegal is prohibited.