Last Updated: 8/28/2013
Matthews International Corporation and/or its affiliates (“Matthews”) provide certain products and services through its eVantage™ website (“Site”). Matthews provides these products and services and access to the Site subject to the following conditions.
BY USING THIS WEBSITE YOU REPRESENT YOU ARE OF LEGAL AGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ANY OTHER POLICIES POSTED ON THE WEBSITE. Your authorized use is contingent on the foregoing representation, and if you do not agree to any of the terms and conditions of this Agreement, please do not access or use our Site. Matthews reserves the right to modify this Agreement at any time without giving you prior notice. Your use of the Site after any such modification constitutes your agreement to be bound by the terms and conditions of this Agreement as modified. It is your responsibility to review these terms and conditions prior to each use of the website. By continuing to use the website, you agree to any such changes. The last date this Agreement was modified is 8/19/2013.
1. Use of Site
You agree to use the Site only in accordance with these terms and conditions and only for lawful purposes. You are prohibited from posting on or transmitting through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.
Please review our Privacy Notice, which also governs your use of the Site, and is incorporated herein by reference, to understand our practices.
3. Electronic Communications
When you use the Site, or send e-mails or orders to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
4. Proprietary Rights
You acknowledge that the Site contains content that is protected by copyright, trademark, trade secret, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All content is copyrighted as a collective work under the U.S. copyright laws, and Matthews owns a copyright in the selection, coordination, arrangement, and enhancement of such content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the content, in whole or in part. You may not upload, post, reproduce, or distribute in any way content protected by copyright, or other proprietary right, without obtaining Matthews’ permission.
5. License and Permitted Use
Subject to your compliance with the terms of this Agreement and your payment of any applicable fees, Matthews grants you a limited, non-exclusive, non-transferable, non-sub licensable license to access and make use of the Site for the purpose of marketing and selling its listed products to your clients. All rights not expressly granted to you in the terms of this Agreement are reserved and retained by Matthews. No part of the Site, nor information on the products, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any other commercial purpose without the express written consent of Matthews. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Matthews without Matthews’ express written consent. You may not misuse the Site. You may use the Site only as permitted by law. The licenses granted by Matthews terminate if you do not comply with the terms of this Agreement.
6. Limitation of Liability
7. Warranties and Disclaimers
ALL INFORMATION ON THIS SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOU AGREE TO USE IT AT YOUR OWN RISK. MATTHEWS MAKES NO GUARANTEES OR REPRESENTATIONS ABOUT THE SUITABILITY OF THESE MATERIALS AND SERVICES FOR ANY PURPOSE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, ARISING BY LAW OR OTHERWISE, AND CONDITIONS WITH REGARD TO THESE MATERIALS AND SERVICES, INCLUDING BUT NO LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. MATTHEWS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, COMPLETENESS OF OR THE RESULTS OF THE USE OF THIS SITE, THE MATERIALS OR THE SERVICES.
You agree to indemnify, hold harmless and defend Matthews and its licensors, and their respective licensors, suppliers, assignees, shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of or relating to: (a) your use of the Site, including, without limitation, any data transmitted or received by you; and (b) any use of the information contained on the Site, including, without limitation, any statement, data or content made, transmitted or republished by you.
This Agreement, and your access to the Site, may be suspended or terminated by Matthews at any time without notice. Matthews shall not be liable to you or any third party in any manner for termination of this Agreement or such access. Upon termination, your right to use the Site will cease immediately.
10. Password Security
Upon registering with the Site you will be assigned a unique username and password. It is your responsibility for maintaining the confidentiality of your username and password information, and for restricting access to your computer. You agree to accept full responsibility for all activities that occur under your username and password.
11. Export Control
The information is subject to U.S. export control law and you agree and acknowledge that you will comply with all applicable export laws and regulations. Without limiting the foregoing, you expressly agree that you will not export or re-export the information in violation of such laws or regulations, or without all required licenses and approvals.
12. Force Majeure
In addition to the applicable disclaimers above, Matthews’ performance under this Agreement shall be excused in the event of interruption or delay caused by or resulting from causes beyond the reasonable control of the party due to any occurrence commonly known as a force majeure, including, but not limited to: acts of God; fire, flood, or other natural catastrophe; acts of any governmental body; labor dispute; national emergency; insurrection; riot; war; acts of any third party data provider(s) or other third party information provider(s), third party software, or communication method interruptions.
13. Choice of Law
You agree this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania and of the United States of America located in the Commonwealth of Pennsylvania for any litigation arising out of or relating to use of or purchase made through the Site (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Commonwealth of Pennsylvania and agree not to plead or claim in any Pennsylvania court that such litigation brought therein has been brought in an inconvenient forum.
14. Binding Arbitration
Any controversy or claim arising out of or relating to this Agreement (including any breach thereof), the Site, any content or any item purchased from the Site shall be settled by confidential arbitration in Pittsburgh, Pennsylvania, administered by the American Arbitration Association under its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated with any claim or controversy of any other party. The foregoing shall not preclude Matthews from seeking any injunctive relief in State or Federal courts located in the Commonwealth of Pennsylvania for protection of Matthews’ intellectual property rights, and you consent to exclusive jurisdiction and venue in such courts.
15. Entire Agreement/No Waiver
This Agreement, along with additional conditions applicable to specific areas of this site, constitute the entire agreement between Matthews (and its licensors) and with respect to the subject matter hereof. No waiver by Matthews of any breach or default hereunder shall be deemed to be a waiver of any preceding subsequent breach or default.