By logging in to Extranet, the user agrees to be bound by the Gilbarco Inc. Electronic End-User Agreement for Extranet.
EXTRANET ELECTRONIC END-USER AGREEMENT
NOTICE TO USER
THIS IS A CONTRACT. BY USING THIS SITE,
YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This End User Agreement is a contract between Gilbarco Inc. and the Veeder-Root
Company Inc. (the Host Company), which includes various business names and
brands, including Gilbarco, Veeder-Root, Red Jacket, or Gasboy International.
This End User Agreement accompanies the EXTRANET product and related materials
("EXTRANET"). Please read this Agreement carefully. At the end, you
will be asked to accept this Agreement and continue or, if you do not wish to
accept this Agreement, to decline this Agreement, in which case you will not
be able to use EXTRANET.
Upon your acceptance of this Agreement, the Host Company grants to you a non-exclusive,
non-transferable license to use particular features of EXTRANET provided that
you abide by all of the terms of the following contract.
The Host Company is in no way licensing User/Authorized Company (as defined
below) the right to use or access all features of the EXTRANET.
The Host Company reserves the right to revise any or all features of the
EXTRANET at any time and without prior notice.
2.1 "EXTRANET" shall mean that restricted private areas of the
websites hosted by or on behalf of Gilbarco, Veeder-Root, Red Jacket, or
Gasboy which is accessed using a password supplied by the Host Company.
2.2 "Authorized Company" shall mean an Authorized Distributor
Company, an Authorized Service Contractor, an Alliance Partner, or any
other entity that has signed an agreement or a contract to do business
with Gilbarco, Veeder-Root or Gasboy, and said agreement or contract is
still in force, the Authorized Company has been permitted by the Host Company
to use the EXTRANET, has had a principal sign and return a printed copy
of this Agreement, and has agreed to be held legally accountable for any
misuse of EXTRANET by its employees.
2.3 "Authorized User ('User')" shall mean a person employed by
an Authorized Company or a person granted access to EXTRANET by an Authorized
Gatekeeper Administrator appointed by the Authorized Company. Authorized
User has been issued (according to the terms of this Agreement) a password,
a User ID and has agreed to the terms and conditions of this Agreement.
2.4 "The Gatekeeper System" shall mean the EXTRANET feature that
allows each Authorized Company to have its own administrator who, in accordance
with all of the terms of this Agreement, will be permitted by the Host
Company to provide passwords only to company paid employees or other Authorized
2.5 "The Site Administrator" shall mean the Authorized Company's
administrator who, in accordance with all of the terms of this Agreement,
is an Authorized User, and is permitted by the Host Company to provide
passwords to its Authorized Company's company paid employees.
2.6 "Intellectual Property ('IP')" shall mean all current and
future copyrights, patents, trade secrets, trademarks, service marks and
other proprietary rights to EXTRANET and to all of the Gilbarco, Veeder-Root,
Red Jacket, or Gasboy information that appears on EXTRANET.
2.7 "EXTRANET Confidential Information" shall mean any information
displayed on EXTRANET after entering EXTRANET.
2.8 "Unauthorized User" shall mean any person or company using
EXTRANET who has not agreed to all of the terms of this Agreement, who
has not been issued a password or user ID directly by the Host Company
or Authorized Companyâ€™s Site Administrator to enter the EXTRANET
2.9 "Technical Documentation" shall include, but is not limited
to, documents that blueprint the layouts, specifications, photographs,
designs, or instructions describing installation, programming, commissioning,
operation, repair, or retrofit of Gilbarco, Veeder-Root, Red Jacket, or
2.10 "EXTRANET Document" shall mean any page or collection of
information that can be viewed on EXTRANET.
2.11 "Part" shall encompass any product listed on a particular
feature of EXTRANET for sale or for purchase.
2.12 "New Part" shall mean any Part listed on a particular feature
of EXTRANET directly available from the factory; that has an original,
unbroken Gilbarco, Veeder-Root, Red Jacket, or Gasboy seal; that has never
been used; that is undamaged; and that is shipped with original Technical
2.13 "Remanufactured Part" shall mean any Part listed on a particular
feature of EXTRANET that is rebuilt by Gilbarco, Veeder-Root, Red Jacket,
or Gasboy to like new condition, and that has not been put into service
since being rebuilt, and is shipped with proper Technical Documentation.
2.14 "Used Part" shall mean any Part, other than new or remanufactured,
listed on a particular feature of EXTRANET that may or may not be functional,
and may or may not be in the condition to be rebuilt.
2.15 "Authorized Individual" shall mean a person employed by
a company that has signed an agreement or a contract to do business with
Gilbarco, Veeder-Root, Red Jacket, or Gasboy and said agreement or contract
is still in force. Authorized Individual has been permitted by the Host
Company to use the EXTRANET and is considered an Authorized User.
3. Authorized Use Only
3.1 No Unauthorized User shall use EXTRANET. An Unauthorized User is a
person who is not directly employed by an Authorized Distributor or Authorized
Service Contractor, and otherwise has no current business relationship
with Gilbarco, Veeder-Root, Red Jacket, or Gasboy.
3.2 Users must logoff of EXTRANET when leaving their access unsupervised.
3.3 Users and Authorized Companies shall ensure that no Unauthorized Users
obtain access or use their user ID and password to obtain access to EXTRANET.
3.4 User/Authorized Company may set up and give user IDs and passwords only
to its company paid employees under the Gatekeeper feature of EXTRANET by
assigning a Site Administrator to distribute and manage access to EXTRANET
within the User/Authorized Company.
3.5 The Site Administrator and Authorized Individual will be bound to the
terms of this contract.
3.6 The Site Administrator will be responsible for immediately deactivating
or canceling passwords assigned to personnel who are no longer in need of
EXTRANET access or are no longer working for the Authorized Company.
3.7 The Site Administrator will be responsible for all actions on EXTRANET
by employees to whom a password and user ID was assigned.
3.8 The Authorized Company and Site Administrator will be jointly and severally
liable for all Users' actions on EXTRANET that are in breach of this Agreement.
4.1 Disclosure. User shall not disclose or disseminate EXTRANET Confidential
Information to Unauthorized Users. Exceptions to this provision will be EXTRANET
Confidential Information that:
(i) is or becomes available to the public through no breach of this Agreement
or through no breach of the rights of Gilbarco Inc., The Veeder-Root Company
Inc., or Gasboy International LLC.
(ii) is lawfully obtained from a third party without restriction and without
breach of this Agreement or any other agreement; or
(iii) is required by law to be disclosed in response to a valid order of
a court of competent jurisdiction or authorized government agency, provided
that the Host Company receives adequate notice to allow it to request a protective
order and the receiving party reasonably cooperates with the efforts of the
Host Company to receive a protective order.
4.2 Duration. The obligations hereunder with respect to each item of Confidential
Information shall survive any termination or expiration of this Agreement.
5. Intellectual Property Protection
5.1 Ownership. The Host Company owns all Intellectual Property (IP) displayed
in EXTRANET. IP is defined as information displayed in EXTRANET expressed
in words, data, photographs, drawings, charts, illustrations or animation
unless the displayed information is clearly marked as: property, to include
but without limitation, a copyright, trademark, service mark, and or patent
of another company. (see section 2.6)
5.2 Rights. All Intellectual Property rights are reserved unless expressly
granted in this Agreement. No Authorized User or Authorized Company shall
use, modify or reproduce Intellectual Property without the express written
consent of Gilbarco Inc., or The Veeder-Root Company Inc., and/or Gasboy
International LLC. Host Company copyright information shall be unaltered
and displayed prominently on all materials from EXTRANET that are available
for reproduction or distribution in any medium. All trademarks service marks
and/or copyright superscripts must be properly displayed on downloaded or
6. Disclaimer of Warranties
6.1 This Agreement in no way obligates the Host Company to make EXTRANET
available. The Host Company can suspend or cancel EXTRANET at any time without
6.2 UNLESS OTHERWISE STATED IN THIS AGREEMENT, GILBARCO INC., THE VEEDER-ROOT
COMPANY INC., AND GASBOY INTERNATIONAL LLC. MAKES, AND USER/AUTHORIZED COMPANY
RECEIVES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR
USE, OR WARRANTY OF ASSUMPTION OF RESPONSIBILITY TO USER/AUTHORIZED COMPANY
FOR USE OF EXTRANET.
7. Limitation of Liability
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN OR IN ANY COMPANY WARRANTY
ACCOMPANYING EXTRANET, GILBARCO INC., THE VEEDER-ROOT COMPANY INC., AND GASBOY
INTERNATIONAL LLC WILL NOT BE LIABLE FOR ANY LOST PROFITS OR ANY DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY USER,
USER'S CUSTOMERS, OR OTHERS ARISING OUT OF OR RELATED TO THE USE OF EXTRANET
FOR ANY CAUSES OF ACTION INCLUDING, BUT NOT LIMITED TO: TORT, CONTRACT, NEGLIGENCE,
STRICT LIABILITY, AND/OR BREACH OF WARRANTY, EVEN IF GILBARCO INC., THE VEEDER-ROOT
COMPANY INC., OR GASBOY INTERNATIONAL LLC HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
Unless otherwise stated in this Agreement, the User/Authorized Company will
indemnify Gilbarco Inc., The Veeder-Root Company Inc. and/or Gasboy International
LLC for any third party claims brought against Authorized User/Authorized Company
or Gilbarco, Veeder-Root, or Gasboy that arise out of Authorized User's/Authorized
Company's negligent, gross negligent or intentional misuse of EXTRANET, to
9. Accuracy of Data
The Host Company shall not be responsible for the accuracy of the data entered
into EXTRANET by third party users. The Host Company shall use its best efforts
to ensure that data entered onto EXTRANET, to include but without limitation--parts
and pricing are current and accurate. User/Authorized Company shall ensure
that all information entered into a particular feature of EXTRANET by User/Authorized
Company shall be accurate and truthful. The Host Company shall have the right
to modify any information listed on EXTRANET at any time-without notice to
10. Purchase/Sale of goods using particular feature of EXTRANET
10.1 SELLER's OBLIGATIONS
10.1.1 Seller shall assume all responsibility for shipping of Part to buyer
in time agreed upon between buyer and seller.
10.1.2 Seller must agree to ship part to buyer; risk of loss is not passed
from seller to buyer until the Part arrives at buyer's facility.
10.1.3 Seller warrants to buyer that the Part to be shipped is in the condition
described in the Part's description
10.1.4 All refunds shall be based on the seller's standard policy.
10.2 BUYER's OBLIGATIONS
10.2.1 Buyer shall be responsible for being informed of the seller's refund
and sales policies.
10.2.2 Buyer shall pay seller according to the seller's sales policy once the
buyer accepts the Part.
10.2.3 If purchasing spares or Parts from through a particular feature of EXTRANET,
User/Authorized Company must go to the Order Inquiry menu to ensure that the
order was processed and to learn the status of the order.
10.3 GILBARCO, VEEDER-ROOT, and GASBOY's LIMITED LIABILITY. If Gilbarco Veeder-Root
Gasboy is not the buyer or the seller in a transaction taking place using a
particular feature of EXTRANET, then:
(i) Gilbarco Veeder-Root Gasboy shall have no liability to buyer or seller
for Parts transferred between buyer and seller; and
(ii) Gilbarco Veeder-Root Gasboy shall not become involved in any litigation
or proceeding between buyer and seller.
User/Authorized Company shall be liable to Gilbarco Veeder-Root Gasboy for
all direct and consequential damages for breach of this Agreement.
12. Alteration of Documents
Unless otherwise stated in this Agreement, the User/Authorized Company shall
alter no Gilbarco Veeder-Root Gasboy EXTRANET Document once downloaded.
12.1 Document Distribution. User/Authorized Company, Authorized Individual
agrees not to distribute unauthorized Technical Documentation to Gilbarco,
Veeder-Root, Red Jacket, or Gasboy Competitors and shall use its best efforts
to ensure compliance with this provision. If User/Authorized Company, Authorized
Individual distributes Technical Documentation to a contractually obliged
third party, the User/Authorized Company, Authorized Individual shall ensure
in writing with the signature of the third party, that the third party will
comply with this provision.
12.1.1 User/Authorized Company, Authorized Individual shall ensure that all
safety, warranty, and legal information are included with any Technical Documentation
that is distributed.
12.2 Authorized Use of Documentation.
12.2.1 Technical Documentation can be used, viewed, read, and downloaded
only by Gilbarco, Veeder-Root, Red Jacket, or Gasboy authorized customers,
contractors, sub-contractors, sales personnel, distributors, and third parties
specifically engaged by any of the above entities.
12.2.2 Technical Documentation may not be used:
i. for any competitive purpose against Gilbarco, Veeder-Root, Red Jacket,
ii. in a manner that confuses Gilbarco, Veeder-Root, Red Jacket, or Gasboy
customers, including, but not limited to portraying that Authorized Company's
products and/or services are manufactured and/or provided by Gilbarco Veeder-Root
Red Jacket Gasboy, and/or portraying that Authorized Company is owned by
Gilbarco Veeder-Root Gasboy.
iii. on any web sites displaying and/or promoting lewd and/or lascivious
12.2.3 Technical Documentation that is no longer needed or in use shall be
12.3 Current Documentation.
12.3.1 The Host Company shall use its best efforts to make available the
latest version of Technical Documentation.
12.3.2 It is the User's/Authorized Company's, Authorized Individual's responsibility
to access EXTRANET to obtain the latest version of Technical Documentation.
12.4 DISCLAIMER OF LIABILITY If Gilbarco Veeder-Root Red Jacket Gasboy updates
a document but User/Authorized Company, Authorized Individual does not comply
with section 2.2 or 3.2 above, Gilbarco Veeder-Root Gasboy shall not be responsible
for any damages arising from further use of the older versions of the document.
13. Term and Termination.
13.1 Term. This Agreement shall remain in effect unless terminated by The
Host Company or User/Authorized Company or Authorized Individual in accordance
with provisions 12.2, 12.3, or 12.4.
13.2 Host Company Termination. Gilbarco Veeder-Root Gasboy may terminate
this Agreement if User/Authorized Company, Authorized Individual is misusing
EXTRANET and/or is not abiding by the terms of this Agreement. Gilbarco
Veeder-Root Gasboy may also terminate this Agreement with written notice
to User/Authorized Company, or Authorized Individual without cause.
13.3 User Termination. User may terminate this Agreement if User/Authorized
Company, Authorized Individual issues Gilbarco Veeder-Root Gasboy a written
notice of the intent to terminate sixty (60) days in advance of termination.
13.4 Either Party Termination. Either party may immediately terminate this
Agreement without cause if the other party makes a general assignment for
the benefit of creditors, a receiver is appointed for such party, or a
petition for bankruptcy or corporate reorganization under any bankruptcy
or similar law is filed by or against such other party or the party's company
is dissolved for any reason.
13.5 Effect of Termination. Upon the effective date of any termination
of this Agreement, the rights granted herein shall terminate. Within ten
(10) business days of the effective date of any termination of this Agreement,
User/Authorized Company, Authorized Individual shall return to Gilbarco
Veeder-Root Gasboy any information received from Gilbarco Veeder-Root Gasboy
via EXTRANET. USER/AUTHORIZED COMPANY AUTHORIZED INDIVIDUAL SHALL ALSO
CANCEL/DEACTIVATE ALL PASSWORDS AND USER IDs ISSUED UNDER THIS AGREEMENT.
14.1 Survivability. Sections 4, 5, 7, and 8 of this Agreement shall survive
any termination of this Agreement.
14.2 Force Majeure. Gilbarco Veeder-Root Gasboy shall not be liable for
failure to fulfill its obligations under this Agreement; to include but
without limitation, Gilbarco Veeder-Root Gasboy shall not be responsible
for EXTRANET downtime, or for delays in delivery due to causes beyond its
reasonable control, including, but not limited to, acts of God, man-made
or natural disasters, earthquakes, fire, riots, flood, material shortages,
strikes, delays in transportation or inability to obtain labor or materials
through its regular sources. The time for performance of any such obligation
shall be extended for the time period lost by reason of the delay.
14.3 Notices. Any notice, communication or statement relating to this Agreement
shall be in writing and sent by overnight courier or by certified mail
or registered mail, return receipt requested and postage prepaid, or by
verified facsimile transmission to the address set forth below. Notices
will be deemed effective on the earlier date of actual receipt or three
days after mailing as just described.
Gilbarco Veeder-Root Gasboy, 7300 Friendly Avenue, P.O. Box 22087, Greensboro,
NC 27420 ATTN: Web Master.
14.4 Waiver. Any waiver of any kind by a party of a breach of this Agreement
must be in writing, shall be effective only to the extent set forth in
such writing and shall not operate or be construed as a waiver of any subsequent
breach. Any delay or omission in exercising any right, power or remedy
pursuant to a breach or default by a party shall not impair any right,
power or remedy which either party may have with respect to a future breach
14.5 Severability. If it is determined by a court of competent jurisdiction
as part of a final non-appealable ruling, government action or binding
arbitration that any provision of this Agreement is invalid, illegal, or
otherwise unenforceable, such provision shall be enforced as nearly as
possible in accordance with the stated intention of the parties, while
the remainder of this Agreement shall remain in full force and effect and
bind the parties according to its terms. To the extent any provision (or
part thereof) cannot be enforced in accordance with the stated intentions
of the parties, such provision (or part thereof) shall be deemed not to
be a part of this Agreement; provided that in such event the parties shall
use their best efforts to negotiate, in good faith, a substitute, valid
and enforceable provision that most nearly effects the parties' intent
in entering into this Agreement.
14.6 Governing Law. This Agreement shall be governed, construed and interpreted
in accordance with the laws of the State of North Carolina without regard
to its conflict of laws principles. North Carolina will be the State of
forum for any action brought as a result of this Agreement.
14.7 Subsections. Unless otherwise provided in this Agreement, all of the
provisions above (sections 1 through 13) are in effect and must be abided
by for all of EXTRANET. Subsections of this Agreement pertaining to particular
features of EXTRANET are provided subsequently, and must be carefully read
before accepting the terms of this Agreement.
15. Entire Agreement
This is a complete Agreement that will extend and apply to all future services
that become incorporated into EXTRANET. Gilbarco Veeder-Root Gasboy reserves
the right to modify this agreement at any time and without prior notice.
Acceptance of this Agreement is part of the procedure for entry into the
EXTRANET. It is the User's responsibility to read this Agreement each time
it appears on the EXTRANET site before agreeing or rejecting the terms