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This Dealer Portal Electronic Access Agreement (“Agreement”) applies to your use of CSI’s Dealer Portal, and any associated web page(s) and subpages thereof (“Dealer Portal”). The Dealer Portal allows you to transact business with CSI by accessing CSI “Leads” as defined below.
Leads under this Agreement are strictly confidential and shall only be used by Dealer as a potential source for Dealer to contact and seek to obtain the Lead’s business as a purchaser of CSI pre-engineered steel buildings and related materials. Any other use of Leads by Dealer is strictly prohibited and shall constitute a breach of this Agreement.
By accessing the Dealer Portal, you are agreeing to comply with this Agreement which sets forth the terms and conditions that govern your use of the Dealer Portal. Some of the functions available through the Dealer Portal have separate terms and conditions that apply to your sale of products and services to CSI, and this Agreement is not intended to in any way modify such terms. To the extent there is a conflict between this Agreement and other terms and conditions provided in an existing, current agreement between your company and CSI (“other terms and conditions”), the other terms and conditions will govern.
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR ARE NOT AUTHORIZED TO ACCESS DEALER PORTAL, THEN DO NOT ACCESS OR USE DEALER PORTAL.
1. Definitions of Terms.
1.1. The terms “CSI”, “us,” “we,” or “our” means Capital Steel Industries, LLC, a Colorado Limited Liability Company, and its affiliates.
1.2. “Dealer”, “you” or “your” means a person or entity that is an authorized Dealer of CSI.
1.3 “Leads” are confidential contact information for persons and/or businesses who may be in the market to purchase a pre-engineered steel building or buildings for delivery and/or fabrication.
2.1. Access to Dealer Portal requires a username and password. Upon Dealer set-up, CSI will provide your designated user with a user identification (“User ID”) and associated password (“Password”). You are responsible for generating new username(s) and passwords for each additional representative that you authorize to access Dealer Portal. You may contact CSI to limit authorization to certain applications within Dealer Portal to specified representatives. You are responsible for all control, management, and dissemination of your User IDs and Passwords and other specific access information related to you (collectively, “your Access Information”). You are responsible for all access and use of the Dealer Portal using your Access Information, whether authorized or not, CSI will timely review and respond to each request for an initial User ID within a reasonable time. CSI may refuse to issue, or may revoke, a User ID at its sole discretion.
2.2. Any access to Dealer Portal resulting from the User IDs and Passwords that have been provided to Dealer is deemed to be performed with Dealer’s authorization. Dealer agrees to be responsible for all actions that occur under its User IDs including, but not limited to, access to Leads, and security breaches. It is Dealer’s responsibility to take security measures to prevent unauthorized access to, disclosure, and use of your Access Information, including responsibility for revoking User IDs for any personnel no longer authorized/employed by Dealer. CSI has no responsibility for protecting your Access Information. Dealer shall immediately notify CSI if Dealer becomes aware that your Access Information has been compromised.
2.3. An authorized Dealer representative may revoke a User ID at any time upon notice to CSI provided in writing, by email or by fax. CSI will revoke the User ID upon receipt of such notice from Dealer. CSI may revoke a User ID at any time during the User IDs operational period if: (a) Dealer requests revocation in the manner specified above; (b) Dealer violates this Agreement; (c) CSI believes, in its sole discretion, that any of Dealer’s User IDs may have been lost or otherwise compromised, or there is a security threat; and/or (d) this Agreement is terminated.
3. Use Restrictions.
CSI reserves the right to change the functionality of and the information available through the Dealer Portal in its sole and absolute discretion, including adding or removing Leads, features or functionality, or discontinuing access completely. Use of information obtained via the Dealer Portal (including any use by end users) shall be limited and consistent with the confidentiality obligations set forth in the applicable non-disclosure agreement between You and CSI, and You shall ensure that any use of information by Your end users is consistent with the foregoing. If there is no applicable non-disclosure agreement between You and CSI, then You hereby agree that You will maintain all information obtained via the Dealer Portal in strict confidence and that You will not disclose or use such information in any manner not explicitly allowed in this Agreement without the prior, written authorization of CSI, and You shall ensure that any use of information by Your end users is consistent with the foregoing.
4. No Warranty.
CSI PROVIDES THE DEALER PORTAL PAGE AND ALL LEADS ON AN “AS IS,” AS AVAILABLE, BASIS, WITH ALL FAULTS. CSI HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ACCURACY. THE ENTIRE RISK ARISING OUT OF THE USE, QUALITY, ACCURACY, EFFORT, OR PERFORMANCE OF THE DEALER PORTAL PAGE AND ALL LEADS IS WITH YOU. IN ADDITION, CSI DOES NOT WARRANT THE SECURITY OF THE DEALER PORTAL OR, INFORMATION, SOFTWARE, CONTENT, AND FEATURES AVAILABLE THROUGH IT WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE, PROVIDED PROPERLY OR COMPLETELY, OR BE AVAILABLE 24 HOURS PER DAY, 7 DAYS PER WEEK. CSI IN ITS DISCRETION MAY PROVIDE SUPPORT FOR THE DEALER PORTAL PAGE. YOU ACKNOWLEDGE THAT THE DEALER PORTAL MAY INCLUDE VERSIONS OF SOFTWARE, APPLICATION PROGRAMMING INTERFACES, BUGS, VIRUSES AND OTHER ERRORS, MAY HAVE LIMITED FUNCTIONALITY, MAY BE SUBJECT TO INTERRUPTIONS OR DELAYS, MAY NOT PROCESS DATA PROPERLY, MAY NOT OPERATE IN ACCORDANCE WITH ANY SPECIFICATIONS OR DOCUMENTATION, AND/OR MAY NOT SUPPORT YOUR BUSINESS REQUIREMENTS (“ERRORS”). IN ADDITION, ANY DOCUMENTATION, USERS’ MANUALS, SPECIFICATIONS, AND OTHER MATERIALS SUPPLIED BY CSI PERTAINING TO THE DEALER PORTAL MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. CSI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY MATERIALS SUPPLIED IN CONNECTION WITH THE DEALER PORTAL, OR ACCURACY OF ANY RESULTS OR OUTPUT RENDERED BY THE DEALER PORTAL OR THAT THE DEALER PORTAL ARE ERROR-FREE, AND YOU AGREE THAT CSI SHALL NOT BE LIABLE FOR ANY DAMAGE SUFFERED BY YOU IN CONNECTION WITH YOUR USE OF DEALER PORTAL OR CAUSED BY SUCH ERRORS. YOU AGREE THAT CSI SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ON YOUR BEHALF FOR ANY REASON WHATSOEVER. YOUR USE OF THE DEALER PORTAL IS AT YOUR OWN RISK, AND YOU AGREE THAT ANY AND EVERY FORM OF LIABILITY TO CSI IS EXPRESSLY DISCLAIMED.
5. LIMITATION OF LIABILITY.
IN NO EVENT WILL CSI BE LIABLE TO DEALER OR ANY PARTY FOR (i) ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BECAUSE OF THE QUANTITY OR QUALITY OF ANY LEADS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) OR ANY OTHER DAMAGES ARISING IN ANY WAY FROM OR IN CONNECTION WITH THE AVAILABILITY, USE, RELIANCE ON, PERFORMANCE OF THE DEALER PORTAL, PROVISION OF OR FAILURE TO PROVIDE THE DEALER PORTAL, LOSS OF DATA, YOUR ACCESS OR INABILITY TO ACCESS OR USE THE DEALER PORTAL OR YOUR USE AND RELIANCE ON INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THE DEALER PORTAL, INCLUDING VIRUSES ALLEGED TO HAVE BEEN OBTAINED, OR INVASION OF PRIVACY FROM OR THROUGH THE DEALER PORTAL, EVEN IF CSI OR ITS DEALERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE; OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER DYSFUNCTION IN, OR DESTRUCTIVE PROPERTIES OF, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DEALER PORTAL. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH STATES OR JURISDICTIONS, CSI AND ITS DEALERS’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
6. Changes to Agreement.
CSI reserves the right, from time to time, to amend or change this Agreement (including any of the policies which may be applicable to your use of the Dealer Portal page) by posting such revisions to the Dealer Portal Terms link. Your continued use of the Dealer Portal following the posting of changes will constitute your acceptance of such changes. Please check the Dealer Portal Terms link from time to time to review current versions of this Agreement. CSI also reserves the right to, in its sole discretion, change, limit, terminate, modify at any time, temporarily or permanently cease to provide the Dealer Portal page or any part thereof to any user or group of users, without prior notice and for any reason or no reason. In the event you or CSI terminates this Agreement, you must immediately stop using the Dealer Portal.
7. Dealer Use of Leads
Leads are provided to Dealer solely so that Dealer can contact each Lead and seek to contract with Lead for the sale of a CSI pre-engineered steel building and/or related materials. Dealers are expressly prohibited from seeking to sell Leads the goods and services of any other pre-engineered steel building company other than CSI. If Dealer breaches this use limitation in any manner, Dealer shall be liable to CSI for all damages incurred by CSI as a result of each such breach. CSI does not promise any particular number of Leads nor does CSI promise that Leads will result in business for any Dealer.
8. No Agency Relationship between CSI and Dealers.
At all times, Dealers shall be acting on their own behalf when using the Dealer Portal and in any dealings with Leads. Dealers are not authorized to represent to any Lead or any third-party that Dealer is acting on behalf of CSI. This Agreement does not establish a joint venture, agency or partnership relationship between CSI and Dealer. This Agreement does not create an employment relationship between CSI and Dealer. Dealer shall not have authority to enter contracts or otherwise bind CSI in any manner, whatsoever, as an agent or contracting party or otherwise. Any and all agreements or contracts entered by Dealer with a Lead or third-party shall be for Dealer’s sole account and risk and not bind CSI in any respect.
You agree to defend, indemnify and hold harmless CSI and its officers, directors, employees, and agents from and against all liabilities, costs and expenses, including reasonable attorney’s fees, related to or arising from your use of the Dealer Portal, your dealings or contracts or agreements with Leads, or your failure to comply with this Agreement (or by any parties who use your computer, with or without your permission, to access the Dealer Portal).
11. Miscellaneous provisions.
11.1. If any part of this document is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
11.2. Either party’s failure to enforce any provision or term of this Agreement shall not be construed as a future or continuing waiver of such provision or term of this Agreement.
11.3. The interpretation of the rights and duties of the parties and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and subject to the laws of the State of Colorado, excluding its principles of conflicts of law. All claims arising out of or relating to the Dealer Portal and use by Dealer of Leads will be litigated exclusively in the federal or state courts of Denver County, Colorado, USA, and you and CSI consent to personal jurisdiction in those courts. If litigation is commenced to enforce this Agreement, the prevailing party is entitled to reimbursement of its costs and attorneys’ fees from the other party.
11.4. This Agreement, including all policies and notices incorporated into this Agreement by reference, constitute the entire agreement between you and CSI with respect to the subject matter hereto and supersedes any and all prior or contemporaneous agreements whether written or oral. You agree not to assign or otherwise transfer this Agreement in whole or in part; any attempt to do so shall be void. This Agreement may be revised by CSI as set forth in Paragraph 6 (“Changes to Agreement”) above. Any terms varying from this Agreement in any written or electronic communication from you are not enforceable.