An individual may visit, access, use or register as a user of the Portal only if such individual is a developer and an employee of a Trade Customer or Third-Party Provider (each such individual, a “User”). Each User accepts these Terms on behalf of such User and the applicable Trade Customer or Third-Party Provider, and such User represents and warrants that such User has the authority to bind the applicable Trade Customer or Third-Party Provider to these Terms.
1. Minimum Age
Each User represents that such User is at least 21 years of age (or the age of majority in the State in which such User resides). The Portal is not intended for, and may not be used by, any person under 21 years of age.
ALCS reserves the right to modify and update these Terms, as well as any aspect of the Portal at any time in its sole discretion. ALCS will provide notice to each User of any material changes made to these Terms. Each User agrees that it is the User’s responsibility to monitor changes made to the Portal. A User’s continued use of the Portal after ALCS’ notification of a material change to the Terms means such User, on behalf of the applicable Trade Customer or Third-Party Provider, agrees to the modified Terms.
4. Compliance with Trade Program Agreements
In addition to compliance with these Terms, each User and each Trade Customer shall comply with the applicable Trade Customer’s retail trade program agreement or wholesale trade program agreement (each a “Trade Program Agreement”), as applicable.
5. No Business Advice
By making the Portal available to Trade Customers, Third-Party Providers, and their respective Users, ALCS and its affiliates are not providing any business advice to any Trade Customer or Third-Party Provider. The Portal is not intended to be a substitute for a Trade Customer’s or Third-Party Provider’s professional expertise, and any reliance on Content on the Portal is at each Trade Customer’s or Third-Party Provider’s sole risk.
6. Availability, Accuracy and Timeliness of Information on the Portal
ALCS reserves the right, in its sole discretion, to suspend, restrict, or disable any Trade Customer’s, Third-Party Provider’s, or User’s access to or use of the Portal or any feature or part thereof at any time with or without notice to such Trade Customer, Third-Party Provider or User.
7. Accounts, Passwords, and Security
Each User and the applicable Trade Customer or Third-Party Provider is responsible (i) for maintaining the confidentiality of such User’s account information, including User ID and password, and any API Product credentials, and (ii) for any and all activity that occurs under such User’s account, including, without limitation, communications transmitted, and transactions entered into on the Portal, and all such activities shall be binding on such User, Trade Customer or Third-Party Provider, as applicable. Each User agrees to notify ALCS immediately of any unauthorized use of such User’s account or password, or any other breach of security of which such User becomes aware. The applicable Trade Customer may be held liable for losses incurred by the applicable Trade Customer or ALCS due to someone else using its User’s User ID and password, or API Product credentials. If any User is no longer a legal representative of the applicable Trade Customer or Third-Party Provider subscribed to the Portal, such Trade Customer or Third-Party Provider, as applicable, is responsible for notifying ALCS of such User’s status so that ALCS may terminate such User’s access to the Portal.
8. Portal Content
ALCS and its affiliates own all right, title and interest in and to the Portal and the Content, including any and all intellectual property rights therein, and the Portal and the Content are protected by copyright, trademark and other laws. Users and Trade Customers and Third-Party Providers shall not modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works of, reverse engineer, transfer, or sell any Content obtained in connection with the Portal, except as otherwise expressly provided in these Terms or as permitted by ALCS in writing.
Users, Trade Customers and Third-Party Providers may display and electronically copy, download and print hard copy versions of Content made available by ALCS on the Portal for the Users’ use in connection with the applicable Trade Customer’s business operations, provided that Users, Trade Customers and Third-Party Providers shall not delete any copyright, trademark or other proprietary notice that appears on the Content such User, Trade Customer or Third-Party Provide copies, downloads or prints. Without limiting the foregoing, to the extent training video modules are offered on the Portal, such training video modules are for trade use only and for use in accordance with these Terms and only in connection with Trade Customers’ or Third Party-Providers’ provision of training to their Users. Each training video module must be viewed in its entirety and may not be viewed piecemeal. Except for this limited license, ALCS does not convey any interest in or to the Portal Content. All rights not expressly granted herein are reserved by ALCS and its affiliates.
When Users display, copy, download or print any Content provided by ALCS in connection with the Portal, it is provided to the Users by ALCS and its affiliates, subject to each Users’, Trade Customers’ and Third-Party Providers’ compliance with these Terms.
9. Trademarks and Copyrights
The Portal features trademarks, service marks and logos that are the property of ALCS and its affiliates. The Portal also may include trademarks, service marks or logos of third parties. All ALCS and third-party trademarks, service marks and logos are the property of either ALCS or such third parties.
10. Third Party Links or Websites
11. Acceptable Use Policy
Each User, Trade Customer and Third-Party Provider agrees that they will not use the Portal or Content in any matter that: (1) is obscene, inappropriate, threatening, harassing, abusive, false, inaccurate, deceptive, libelous, defamatory, vulgar, pornographic, invasive of privacy or otherwise injurious to any third party; (2) constitutes a criminal offense, gives rise to civil liability, or otherwise violates any local, state, national, or international law; (3) contains computer viruses, malware, bots, worms, Trojan horses or other harmful, disruptive, or destructive materials that limit the functionality of any computer software, hardware, or telecommunications equipment; (4) includes advertisements, promotional materials, spam, junk mail, pyramid schemes or other forms of solicitation; (5) impersonates another person or entity or falsely states or misrepresents such User’s or Trade Customer’s affiliation with a person or entity; (6) restricts or interferes with any other User’s ability to use or enjoy the Portal, as determined by ALCS in its sole discretion; (7) tampers with registration information or User profiles; (8) uses any robot, spider, scraper or other automated means or interface not provided by ALCS to access the Portal; (9) extracts data or gathers or uses Content available through the Portal through any means not intentionally made available or provided for through the Portal; (10) infringes or alleges to be infringing upon a third-party's intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any content that is the subject of any third-party claim of infringement; (11) violates contractual or fiduciary relationships; or (12) violates these Terms or uses the Portal or Content in any manner that is inconsistent with the purposes or objectives of the Portal, as determined in good faith by ALCS. ALCS reserves the right to suspend or terminate a User’s, Trade Customer’s or Third-Party Provider’s access to the Portal and seek other legal or equitable remedies, upon becoming aware of any violation of this Acceptable Use Policy by any such User, Trade Customer or Third-Party Provider.
12. DISCLAIMER OF WARRANTIES
THE PORTAL AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALCS, FOR ITSELF AND ON BEHALF OF THE ATOCS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PORTAL AND THE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE; (B) THAT ACCESS TO THE PORTAL OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE; (C) THAT THE PORTAL AND THE CONTENT WILL BE SECURE; (D) THAT THE PORTAL, CONTENT OR THE SERVER THAT MAKES THE PORTAL AND CONTENT AVAILABLE WILL BE VIRUS-FREE; OR (E) THAT THE CONTENT WILL BE COMPLETE, ACCURATE, OR TIMELY.
NO CONTENT OBTAINED BY ANY USER, TRADE CUSTOMER OR THIRD-PARTY PROVIDER IN CONNECTION WITH THE PORTAL SHALL CREATE ANY WARRANTY OF ANY KIND. ALCS DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS, FOR ITSELF AND ON BEHALF OF EACH ATOC, ANY REPRESENTATION THAT THE INTERNET, ALCS’S EMAIL SYSTEM OR ANY OTHER ELECTRONIC MEANS WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER ALCS NOR ANY ATOC SHALL HAVE ANY LIABILITY FOR THE FAILURES OF ITS SERVICE PROVIDERS AND SHALL NOT BE RESPONSIBLE FOR ANY UNDELIVERED, MISDELIVERED OR INACCURATE E-MAIL MESSAGES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND ACCORDINGLY, THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO A PARTICULAR USER. IF ANY USER IS A CONSUMER, ANY STATUTORY RIGHTS THAT CANNOT BE WAIVED BY SUCH USER ARE UNAFFECTED BY THIS SECTION.
13. LIMITATION OF LIABILITY
IN NO EVENT WILL ALCS OR ITS AFFILIATES BE LIABLE TO ANY USER, TRADE CUSTOMER OR THIRD-PARTY PROVIDER FOR ANY DIRECT, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST REVENUES OR PROFITS, ARISING OUT OF OR RELATED TO SUCH USER’S OR TRADE CUSTOMER’S USE OF THE PORTAL OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ALCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, ALCS’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.
Each Trade Customer agrees to indemnify and hold harmless ALCS, its affiliates and each of their respective officers, employees, directors and agents (“ALCS Indemnitees”) from all claims, damages, losses, liabilities, fines, penalties, costs and expenses, including reasonable attorneys’ fees, that arise from, or may be attributable to such Trade Customer’s, a Third-Party Provider’s or their Users’ use of the Portal or Content .
Each Trade Customer’s obligation to indemnify and hold harmless the ALCS Indemnitees will survive the termination of such Trade Customer’s access to the Portal. ALCS will have primary control of the defense or settlement of any such claim; provided, however, that such Trade Customer will have the right to participate at its own expense in the defense or settlement of any such claim that is asserted against such Trade Customer or any User acting on its behalf.
15. Requirements for Access to the Portal
Each Trade Customer or Third-Party Provider, as applicable, is solely responsible for the installation, operation and maintenance of all equipment, software and services and for all costs and expenses required for such Trade Customer, Third-Party Provider or any User acting on its behalf to access and use the Portal.
16. Privacy and Security
ALCS maintains administrative, technical and physical safeguards for the Portal to protect the Portal and the Content against unauthorized disclosure, use, alteration or destruction.
17. Governing Law
These Terms shall be governed by the laws of the Commonwealth of Virginia, without reference to conflict of law principles.
18. Submission to Jurisdiction
Each Trade Customer and ALCS agree that all actions, suits, or other proceedings arising out of or in any way related to such Trade Customer’s or any of its Third-Party Providers’ (including their respective Users’) use of the Portal, including but not limited to claims based on contract, tort, negligence, statutory or regulatory provisions will be brought only in (A) the General District Court and Circuit Court of the Commonwealth of Virginia, Henrico County or (B) the United States District Court for the Eastern District of Virginia, Richmond Division. Each Trade Customer and ALCS hereby knowingly, voluntarily, intelligently, absolutely, and irrevocably waives and agrees not to assert any objection it may now or hereafter have to the laying of venue of all actions, suits, or proceedings arising out of or relating in any way to these Terms, the Portal or the use thereof in such courts and irrevocably consents to the jurisdiction of such courts for such purposes. Each Trade Customer and ALCS hereby knowingly, voluntarily, intelligently, absolutely, and irrevocably waives and agrees not to assert in any such action, suit, or proceeding that it is not subject to the personal jurisdiction of such courts or that the action, suit, or proceeding should be transferred to a different venue under forum non conveniens principles or statutes embodying such principles. The parties agree that this Section 19 will apply even where there are third parties to or involved in an action, suit, or other proceeding covered by this Section 18.
19. Waiver of Jury Trial
EACH TRADE CUSTOMER AND ALCS HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, ARISING OUT OF, OR RELATING TO, THESE TERMS, THE PORTAL OR THE USE THEREOF.
20. Sovereign Immunity
If a Trade Customer is a corporation or other business entity duly chartered and validly existing pursuant to the laws of a sovereign Indian nation, tribe, band, or other Indian community recognized as such by the federal government, then such Trade Customer hereby waives whatever sovereign immunity it may possess in connection with the enforcement by ALCS or any ATOC of its rights under these Terms.
If any provision of these Terms is held to be unenforceable, unlawful or void, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of these Terms shall continue in full force and effect.
22. Entire Agreement
The Terms, any applicable terms and conditions for an API Product and the applicable Trade Program Terms constitutes the entire agreement and understanding between each User, Trade Customer and ALCS with respect to use of the Portal and the Content. To the extent any information provided through the Portal or an API Product conflicts with an ATOC trade notice, the ATOC trade notice shall control.
23. Electronic Communications
These Terms and any other documentation, agreements, notices, or communications between Trade Customer and ALCS may be provided electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.
24. How To Contact Us
If you have any questions about these Terms, please contact ALCSAPISupport@altria.com.