User Agreement

Please read these terms of use before using any 3point5 website (the "Site"), which includes any Retail Management Module or 3point5 linked site that is powered by 3point5. By accessing or using the Site, you agree to be bound by these terms of use. If you do not agree with these terms of use, you may not use the Site. As used herein, "3point5" refers to 3point5 Corporation and "you" and "your" refers to the person or entity you represent.

Use of Information and Services

The information and services on this Site are intended solely for general informational purposes and are not a substitute for professional advice and services. 3point5 assumes no responsibility for any consequence of any action or inaction you take based on the information, services or other material on this Site.

While 3point5 strives to keep the information on this Site accurate, complete and up-to-date, 3point5 cannot guarantee, and will not be responsible for any damage or loss related to the accuracy, completeness or timeliness of the information, services or other material on this Site.

Your use of the Site is also subject to additional disclaimers and caveats that may appear throughout the Site.

Copyright

All content and information included on this Site, including text, graphics, logos, buttons, icons and images, is the property of 3point5 or its licensors or customers, and is protected by U.S. and international copyright and trademark laws. All software used on this Site is the property of 3point5 or its licensors and is protected by U.S. and international copyright laws. You may not copy, publish, distribute or create derivative works of this Site.

Trademarks

3point5, the 3point5 logo and all other trademarks, service marks, and trade names appearing on the Site are the property of 3point5 or their respective owners that have granted 3point5 the right to use such marks.

Password

You are responsible for maintaining the confidentiality of your password and account, if applicable to the services you receive, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify 3point5 of any unauthorized use of your password or account or any other breach of security, and ensure that you exit from your account at the end of each session. 3point5 will not be liable for any loss or damage arising from your failure to comply with this Section.

Posted Material

If you post material or information to this site you agree not to:

•  submit, post, upload or otherwise transmit any content that is defamatory, libelous, unlawful, abusive, harassing, torturous, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable;

•  submit, post, upload or otherwise transmit any content that infringes, misappropriates or otherwise violates the rights of any third party, including without limitation privacy rights and intellectual property rights;

•  impersonate or otherwise misrepresent your affiliation with any other person or entity.

You also agree to follow other written guidelines posted elsewhere on the Site.

3point5 has no responsibility for the content of any material posted by any third party, but reserves the right in its sole discretion to (i) edit or delete any information or other material submitted to or appearing on the Site and (ii) refuse access to the Site to anyone that violates these terms of use. We may also take any action with respect to such material we deem necessary or appropriate in our sole discretion if we believe such information may give rise to liability to us or other parties or interfere or impair our relationship with any user.

The Site may contain the opinions and views of other users. 3point5 is not responsible for the accuracy of any messages on the Site.

If you have reason to believe that a user is infringing any copyrighted materials, then you must immediately inform 3point5. A user posting material represents that such material is unique to the user or used with permission of the copyright holder.

Disclaimer

Although users may conduct business on or through the Site, 3point5 merely provides a venue for manufacturers and retailers. All transactions are exclusively between manufacturers and retailers. 3point5 cannot and does not control whether a manufacturer’s incentive is paid out to a retailer or retail sales person. Because 3point5 is not involved in any transactions between manufacturers and retailers, in the event of any dispute between you and a manufacturer or retailer you agree to defend, indemnify and hold harmless 3point5, and its agents and employees, from any claims and damages arising out of or in any way connected with such a dispute.

You agree that 3point5 has no responsibility or liability for any errors or omissions in any material provided by you in connection with the Site, whether or not such errors or omissions are caused by errors in the Site.

THE INFORMATION, SERVICES AND OTHER MATERIALS CONTAINED IN THIS SITE ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 3POINT5 DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, SERVICES AND OTHER MATERIALS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN ADDITION, 3POINT5 DOES NOT WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS SITE IS CURRENT, COMPLETE OR ERROR-FREE.

Limitation of Liability

YOU UNDERSTAND THAT IN NO EVENT WILL 3POINT5 OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, PRODUCTS LIABILITY OR ANY OTHER THEORY, ARISING OUT OF: (A) YOUR USE OF OR INABILITY TO USE THIS SITE, (B) YOUR RELIANCE ON ANY INFORMATION OR MATERIAL ON THIS SITE OR (C) ANY TRANSACTION ENTERED INTO WITH A THIRD PARTY BASED UPON THE INFORMATION OR SERVICES AVAILABLE ON THIS SITE; EVEN IF 3POINT5 OR ANY RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SITE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.

Changes to These Terms of Use

3point5 reserves the right to modify these terms of use at any time. Any modifications shall be effective upon the earlier of the posting by 3point5 of the modified terms of use at this URL or direct e-mail or other notification of the changes to 3point5's customers. No oral statements or representations will constitute any waiver or modification of any term or condition in the terms of use. You agree to review these terms of use periodically so that you are aware of any modifications. Your continued use or access of the Site shall be deemed your acceptance of the modified terms of use.

Termination

You agree that 3point5, in its sole discretion, at any time may terminate your password, account (or any part thereof) or your use of the Site in the event 3point5 has a good faith belief that you have violated or acted inconsistently with the letter or spirit of these terms of use. Additionally, 3point5 may terminate your password, account (or any part thereof) or your use of the Site if you fail to make timely payment of any amount due to 3point5. You agree that any termination of your access to the Site under any provision of these terms of use may be effected without prior notice, and acknowledge and agree that 3point5 may immediately deactivate your password and account and/or bar any further access to such files or the Site pending investigation. Further, you agree that 3point5 shall not be liable to you or any third party for any termination of your access to the Site.

Modifications to the Site

3point5 reserves the right to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice at any time. You agree that 3point5 shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

Other Sites

This Site may include links to other sites not operated by 3point5 as a convenience to customers. 3point5 does not endorse any such sites or the information, material, products or services contained on or accessible through them. You access and use such sites, including all information, material, products and services they may contain, solely at your own risk.

Choice of Law

This agreement and the resolution of any dispute related to these terms of use or the Site shall be governed by and construed in accordance with the laws of California, without giving effect to any principles of conflicts of law. You agree that all disputes arising under or relating to the Site or these terms of use shall be subject to the exclusive jurisdiction of and venue in the federal and state courts located in Santa Clara County, California, and you agree to submit to the jurisdiction of such courts.

General

This agreement constitutes the entire agreement between you and 3point5 with respect to the Site, and it replaces all prior or contemporaneous understandings or agreements, written or oral, regarding this Site. No failure of either party to enforce any of its rights under this agreement will act as a waiver of such rights. You may not assign any rights or obligations under these terms of use, by operation of law or otherwise, without the express written consent of 3point5. Any attempted assignment in violation of the foregoing shall be void. If any provision of this agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the remaining provisions of this agreement shall remain in full force and effect.