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. 1. Grant 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. Definitions 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 individuals. 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 Company’s Site Administrator to enter the EXTRANET gateway. 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 Gasboy products. 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 Documentation. 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. Confidentiality 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 distributed materials. 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 notice. 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. 8. Indemnification. 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 include misappropriation. 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 User/Authorized Company. 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. 11. Damages 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, or Gasboy. 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 material. 12.2.3 Technical Documentation that is no longer needed or in use shall be destroyed. 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. Miscellaneous 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 or default. 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 contained herein.