By agreeing to these terms and conditions, you represent that you have been authorized by the Ace vendor or Ace vendor representative that you are registering for access to www.acehardware-vendors.com (the “Website”) to act as the Account Administrator for such vendor or vendor representative and that you have the authority to enter into this agreement on behalf of the vendor or vendor representative. On behalf of the vendor or vendor representative (referred to as “You” or “Your”), you agree as follows:
1. You will authorize Your employees, agents and contractors to access and use the Website on Your behalf. If you are an Ace vendor, You will also authorize any of your vendor representatives to access and use the Website on Your behalf. You shall be liable for the actions of Your employees, agents and subcontractors and those of Your authorized vendor representative (collectively, "Users"). You shall also be liable for the use, misuse or access to the Website and any Ace programs, databases, and systems connected thereto (collectively, the “Systems”) by Users. You will ensure that You and Users: (i) access the Systems only in the manner prescribed by Ace; (ii) log off the Systems immediately upon completion of each session of service; (iii) not allow unauthorized individuals to access the Systems; (iv) access only the portion of the Systems necessary to perform obligations on Your behalf; (v) promptly terminate the access of individuals who are no longer authorized Users; (vi) immediately notify Ace of any breach or potential breach of security relating to the Systems, or any data or information contained therein; and (vii) not introduce any malicious code that can or will record or erase data or programming, infect, disrupt, damage, disable, or shut down the Systems or any component of the Systems.
2. You shall be liable for the accuracy and completeness of all product information that You or Users (including those of your authorized vendor representative) enter into the Systems including without limitation product descriptions, pricing, images, instructions, warnings and restrictions (“Content”) and shall You shall ensure that all of Your Content in the Systems remains accurate, complete, up-to-date and compliant with all applicable laws, rules and regulations related to the advertising, marketing, sale and distribution of Your products at all times. You agree to defend, indemnify and defend Ace against any claims and liabilities arising out of a breach of your obligations in this section.
3. You shall be liable for all financial commitments (e.g., promotional offers, funding, rebates) and other commitments entered into in the Systems on Your behalf by Users, including Users employed by Your authorized vendor representatives.
4. You acknowledge having read and agree to comply with Ace Hardware’s Policy & Procedures manual, available at http://www.acehardware-vendors.com/locations/become_an_ace_supplier/vendor_manual/pdfs/vendor-manual.pdf
(“Vendor Manual”) and any other policies, procedures, requirements and terms and conditions (“Terms”) published in the Systems. You further acknowledge and agree that Ace may modify the policies and procedures in the Vendor Manual and the Terms from time to time and that You will comply with such modified policies and procedures and Terms.
5. You agree that the Systems and all information and content contained therein is confidential information belonging to Ace and you will not disclose any of such confidential information with anyone other than Your employees who have been authorized to have access to such information.