TERMS OF USE

 

GUARDIAN WELCOMES YOU TO THE CONNECT.GUARDIAN.COM PORTAL, CUSTOMER.GUARDIAN.COM OR SUPPLIER.GUARDIAN.COM PORTAL (THE "PORTAL SITE" OR "THIS SITE"), AS THE CASE MAY BE.  WE ASK THAT YOU READ THE FOLLOWING TERMS OF USE ("AGREEMENT"), WHICH CONSTITUTE A LICENSE COVERING YOUR USE OF THE PORTAL SITE.  BY ACCESSING, VIEWING, OR USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE WITH THESE TERMS.  IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE THE PORTAL SITE.

 

Ownership and Use of Portal Content

You acknowledge that the content displayed or available through this Portal Site, including all images, designs, photographs, writings, graphs, data, and other materials (the “Portal Content”), contains information and other material that are the property of Guardian and third party content providers, which is protected by copyright, trademark or other proprietary rights. You agree to comply with any copyright notices, information, or restrictions contained in any Portal Content. You may not publish, transmit, transfer or sell, reproduce, distribute, perform, display, or in any way exploit any of the Portal Content, in whole or in part.  You may not sublicense any Portal Content to any third party or use the Portal Content in any other media or in any location other than at this Portal Site. You may not alter the Portal Content in any way or create any derivative works from the Portal Content.

 

Termination of Access to Portal Content

Without limiting any other remedies it may have for breach of this Agreement or any other claim, Guardian reserves the right, at its sole discretion, to restrict, suspend or terminate your access to all or any part of Portal Content at any time for any reason, without prior notice or liability. Guardian may change, suspend or discontinue all or any aspect of Portal Content, including its availability, without prior notice or liability.

 

Disclaimer of Warranties

You expressly agree that use of the Portal Site is at your sole risk. Neither Guardian, nor its affiliates, nor any of their officers, directors, employees, agents, third-party content providers, or licensors (collectively, "Providers"), or the like, warrant that This Site will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of This Site, or as to the accuracy, completeness, reliability, security or currency of the Portal Content. The Portal Content may contain errors, omissions, inaccuracies, or outdated information. Guardian reserves the right, in its sole discretion, to correct any errors or omissions in any portion of This Site. Guardian may make any other changes to the Portal Site, the Portal Content and the products, programs, services or prices (if any) described in This Site at any time without notice.

THE PORTAL SITE AND THE PORTAL CONTENT ARE PROVIDED ON AN "AS IS," "WHERE IS," AND "WHERE AVAILABLE" BASIS.  GUARDIAN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, THE CONTENT, INFORMATION, OR THE MATERIALS ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GUARDIAN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY OF THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE OR ANY GOODS OR OTHER PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THIS SITE OR YOUR USE OF THIS SITE GENERALLY, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

Limitation of Liability

YOU AGREE THAT GUARDIAN AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR USE OF THE PORTAL SITE OR YOUR POSSESSION OR USE OF THE PORTAL CONTENT REGARDLESS OF WHETHER SUCH LIABIILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING WITHOUT LIMITATION A NEGLIGENT ACT, SHALL GUARDIAN OR ANY OF ITS PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE MATERIALS, CONTENT OR INFORMATION ON THIS SITE OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION OFFERED, SOLD, OR DISPLAYED ON THIS SITE, YOUR USE OF, OR INABILITY TO USE, THIS SITE GENERALLY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER GUARDIAN OR ANY OF ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

 

Indemnification

You agree to indemnify, defend, and hold harmless Guardian, its affiliates, agents, employees, and licensors from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to your use of the Portal Site, violation of this Agreement, violation of any law or regulation, or violation of any proprietary or privacy right.

 

Privacy Policy

Click here to access Guardian's Privacy Policy governing the use of information that Guardian obtains from you through the Portal Site.

 

Limitation On Claims

Any cause of action you may have with respect to your use of the Portal Site must be commenced within one (1) year after the claim or cause of action arises or it will be forever barred.

 

Hyperlink Disclaimers

As a convenience to you, we may provide on This Site links to Web sites operated by other entities (collectively, the "Linked Sites").  If you use any Linked Sites, you will leave This Site. If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements.  Linked Sites, regardless of the linking form (e.g., hotlinks, hypertext links, IMG links) are not maintained, controlled or otherwise governed by Guardian.  The content, accuracy, opinions expressed, and other links provided by Linked Sites are not investigated, verified, monitored, or endorsed by Guardian.  Guardian does not endorse, make any representations regarding or warrant any information, goods and/or services appearing and/or offered on any Linked Site, other than linked information authored by Guardian.  Links do not imply that Guardian or This Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo or copyright symbol of Guardian or any of its affiliates or subsidiaries. Except for links to information authored by Guardian, Guardian is neither responsible for nor will it be liable under any theory based upon (i) any Linked Site; (ii) any information and/or content found on any Linked Site; or (iii) any site(s) linked to or from any Linked Site. If you decide to visit any Linked Sites and/or transact any business thereon, you do so at your own risk. Guardian reserves the right to discontinue linking to any Linked Site at any time without prior notice. Please contact the web masters of any Linked Sites concerning any information, goods and/or services appearing there.

 

Controlling Laws and Venue

This Agreement is governed by and shall be construed in accordance with the laws of the State of Michigan, U.S.A. without reference to its conflicts of laws provisions.  Guardian makes no representation that the materials are appropriate or available for use outside the United States. If you access This Site from outside the United States, you will be responsible for compliance with all local laws. You agree to comply with all laws and regulations applicable to your use of This Site. You agree to submit to the personal and exclusive jurisdiction of the state courts located within Oakland County, Michigan or the federal courts located in Detroit, Michigan for any disputes with Guardian arising out of your use of This Site.

 

Entire Agreement

This Agreement together with any supplemental terms of use applicable to customers (included below), suppliers (included below), or other entities engaged in business with Guardian, constitutes the entire agreement between Guardian and you with respect to This Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Guardian with respect to This Site.  A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

 

Modifications to Agreement

We may revise this Agreement at any time and you agree to be bound by the revised Agreement. Any such modifications will become effective upon the date they are first posted to This Site. It is your responsibility to return to this Agreement from time to time to review the most current terms and conditions. Guardian does not and will not assume any obligation to notify you of changes to this Agreement.

 

Electronic Communications and Electronic Signatures

You agree to be bound by any affirmation, assent or agreement you transmit through This Site, including but not limited to any consent you give to receive communications from Guardian solely through electronic transmission.  You agree that, when in the future you click on an "I agree," "I consent" or other similarly worded "button" or entry field with your mouse, keystroke or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.


CUSTOMER SUPPLEMENTAL TERMS OF USE

Use of Customer Information System

The Customer Information System (“CIS”) available through customer.guardian.com is provided solely for the use of current and future customers of Guardian to access their own customer, order and billing information to facilitate the conduct of business with Guardian.  The contents of the CIS may not be copied, reproduced, republished, downloaded, displayed, posted electronically or mechanically, transmitted, recorded or in any way duplicated or reproduced for any other purpose without Guardian's prior written consent.  In particular, no information on the CIS may be provided to any third party, including but not limited to other Guardian customers, suppliers, or competitors, as doing so could result in significant damage to Guardian.  By registering with us to use the CIS, you agree that you will be responsible for maintaining the confidentiality of the User I.D.s and passwords that are selected for use by your authorized personnel, that you are responsible for all activities occurring through use of those User I.D.s and passwords, and that you will immediately notify us of any unauthorized use of your User I.D.s or passwords.  In particular, you will be responsible for any unauthorized access to information or any unauthorized disclosure or misuse of it.

 

We will be entitled to rely upon all instructions from your Customer Site Representative that you designated when you registered to use the CIS regarding the CIS and access to it by others at your organization, including levels of access permission to the different areas of the CIS given to your personnel, and any additions or deletions of personnel.  You must notify your designated Guardian Representative for the CIS immediately upon any change in your Customer Site Representative.

 

Customer Information and Instructions

The customer information provided on customer.guardian.com has been excerpted and summarized from Guardian's records.  In the event of any conflict between the customer information accessed on the CIS and Guardian’s internal records, invoices or statements, our internal records, invoices, and statements shall control.  If you believe there are inaccuracies, please contact your designated Guardian Representative for the CIS.

 

Guardian Terms and Conditions of Sale

The terms and conditions governing all aspects of the purchase of products from Guardian are contained in the Guardian Terms and Conditions of Sale.  Those terms and conditions will control in the event of any conflict with this Agreement or these Customer Supplemental Terms of Use and no use of This Site or the CIS by you or by Guardian will in any way amend, modify, or waive any of the provisions of the Terms and Conditions of Sale.


SUPPLIER SUPPLEMENTAL TERMS OF USE

Use of Supplier Information System

The Supplier Information System (“SIS”) available through supplier.guardian.com is provided solely for the use of current and future suppliers to Guardian to access information to facilitate the conduct of business with Guardian.  The contents of the SIS may not be copied, reproduced, republished, downloaded, displayed, posted electronically or mechanically, transmitted, recorded or in any way duplicated or reproduced for any other purpose without Guardian's prior written consent.  In particular, no information on the SIS may be provided to any third party, including but not limited to other Guardian suppliers, customers, or competitors, as doing so could result in significant damage to Guardian.  By registering with us to use the SIS, you agree that you will be responsible for maintaining the confidentiality of the User I.D.s and passwords that are selected for use by your authorized personnel, that you are responsible for all activities occurring through use of those User I.D.s and passwords, and that you will immediately notify us of any unauthorized use of your User I.D.s or passwords.  In particular, you will be responsible for any unauthorized access to information or any unauthorized disclosure or misuse of it.

 

We will be entitled to rely upon all instructions from your Supplier Site Representative that you designated when you registered to use the SIS regarding the SIS and access to it by others at your organization, including levels of access, permission to the different areas of the SIS given to your personnel, and any additions or deletions of personnel.  You must notify your designated Guardian Representative for the SIS immediately upon any change in your Supplier Site Representative.

 

Supplier Information and Instructions

The supplier information provided on supplier.guardian.com has been excerpted and summarized from Guardian's records.  In the event of any conflict between the supplier information accessed on the SIS and Guardian's internal records, contracts, orders, or statements, our internal records, contracts, orders, and statements shall control.  If you believe there are inaccuracies, please contact your designated Guardian Representative for the SIS.

 

Guardian Production Purchase Order Terms and Conditions

The terms and conditions governing all aspects of the sale of supplies to Guardian are contained in the Guardian Terms and Conditions for purchases, as attached to and incorporated in Guardian's Production Purchase Orders.  Those terms and conditions will control in the event of any conflict with this Agreement or these Supplier Supplemental Terms of Use and no use of This Site or the SIS by you or by Guardian will in any way amend, modify, or waive any of the provisions of the Production Purchase Order Terms and Conditions.