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Terms and Conditions

Professional Systems of Pinellas, Inc Terms and Conditions of Use

Welcome to the Professional Systems of Pinellas, Inc Website (“Site“). These terms and conditions are a legal agreement (the “Agreement“) between you and the company or business you work for, and Professional Systems of Pinellas, Inc stating the terms that govern all orders from Professional Systems of Pinellas, Inc and your use of this Site.

Please read this Agreement carefully. SECTIONS NUMBER 14, 15 AND 16 APPLY TO ALL ORDERS, REGARDLESS OF HOW THE ORDER WAS PLACED (whether on the phone, over this Site, or by some other method). You agree that your order of Professional Systems of Pinellas, Inc product constitutes acceptance of the terms and conditions listed in sections 14, 15 and 16, below, in this Agreement.

Sections 1 to 13 apply specifically to use of this Site. You agree that your use of the Site or any services available on or through the Site constitutes acceptance of the terms and conditions listed, below, in this Agreement. If you work for or represent a business, you represent and agree that you are authorized by that business to enter into this Agreement on behalf of that business. You understand that Professional Systems of Pinellas, Inc is relying on the fact that you are authorized to enter into this Agreement on behalf of that business. If for any reason or no reason you do not agree to be bound by this Agreement, as amended, you must stop using the Site.

1. The Site . The Site includes everything posted on or provided through pages posted on it at http://www.prosys1.com, including, but not limited to the following general categories:

Content: Content encompasses everything you see, hear, or otherwise receive from, on or through the Professional Systems of Pinellas, Inc website, including but not limited to all software, marketing tools, images, graphics, photographs, works, copyright-protectible subject matter, trademarks, service marks, trade dress logos, trade names, text, documents and sounds, and all services provided through the Site.

Marketing Tools: Online marketing tools and services provided by Professional Systems of Pinellas, Inc on or through the Site include, but are not limited to custom catalog, flyer wizard, catalog wizard, custom website, image library including video library, price list, display tools, sample program, gift box and survey/referral tool.

Software: This includes the Professional Systems of Pinellas, Inc Web Client all documentation distributed with it, and any upgrades, updates or enhancements to it.

2. Use of the Site . You may use or download Content for your business only as specifically permitted on the Site, or for your personal, noncommercial purposes. Professional Systems of Pinellas, Inc grants you a limited, revocable, nonexclusive right to use the Marketing Tools as specifically permitted on the Site, for the purposes expressed on the Site. No other use of Content or Marketing Tools is allowed. These limited rights are granted to you as long as you:

  • Make only lawful use of the Site and the content.
  • Violate no rights or licenses of any third party.
  • Keep unchanged all copyright and other notices.
  • Protect the Content from unauthorized use, modification, reproduction, distribution or publication.
  • Do not portray Professional Systems of Pinellas, Inc, its affiliates or licensors, or their products or services, in a false, misleading, derogatory, or offensive way.
  • Abide by all applicable local, state, federal, national and international laws, rules and regulations.
  • Send e-mails only to recipients with whom you have a prior business relationship.
  • Send no e-mails to recipients who have asked that you stop sending them e-mails.
  • Do not use a false e-mail address, impersonate any person or entity, or otherwise mislead anyone as to the origin of your services or of any Content.
  • Do not copy, change, distribute, translate, decompile, disassemble, reverse engineer, loan, lease or sublicense software obtained from the Site or any copy thereof.

You may not upload post, transmit, distribute or otherwise publish on or to the Site any of the following:

  • Software virus or other harmful component.
  • Advertising or commercial material of any kind, except as expressly authorized in advance by Professional Systems of Pinellas, Inc.
  • False, threatening, libelous, defamatory, pornographic, obscene or otherwise unlawful material.

You may not interfere with the Site or any other user's use of the Site by, for example, overloading, flooding, mail-bombing or crashing the Site, sending spam of any kind through the site, or inserting any code or product or manipulating the Content in any way that affects any user's experience of the Site.

Professional Systems of Pinellas, Inc may, at its sole discretion, terminate your access to the Site if it believes that you have directly or indirectly violated all or portions of your obligations under this Section 2.

Professional Systems of Pinellas, Inc does not warrant or represent that customers are permitted to use any third party marks. Any use of third party marks must comply with any restrictions imposed by the mark owner, and is done at the customer's own risk. Professional Systems of Pinellas, Inc is not responsible for the conduct of any person using the Site.

3. Submissions . You will provide accurate, current, and complete information as may be required in the course of using the Site. You further agree to maintain and update your information to ensure it is at all times accurate, current, and complete. Professional Systems of Pinellas, Inc may terminate your use of portions or the entire Site if any information you provide is false, inaccurate or incomplete, as determined by Professional Systems of Pinellas, Inc in its sole discretion. You agree that Professional Systems of Pinellas, Inc may store and use any information you provide on an unrestricted for purposes of lawfully conducting its business, including but not limited to, keeping you up to date on product offerings. Professional Systems of Pinellas, Inc use of your information is governed by our Privacy Policy.

4. Use by Children . The Site is intended only for those ages 18 and older. If you are under 18, you may not register or submit personally identifiable information on, to or through the Site. Professional Systems of Pinellas, Inc does not collect personally identifiable information from any person Professional Systems of Pinellas, Inc knows to be under 18.

5. Links . Links from the Site to third party sites are provided only as a convenience. You use outside links at your own risk. These links do not constitute Professional Systems of Pinellas, Inc endorsement of any third party, its site, or its goods or services. SanMar disclaims liability for any injury or damages you may experience by using such materials. You may not create links to the Site that portray Professional Systems of Pinellas, Inc in a false or misleading light. You may not use "framing" or similar techniques to enclose any portion of the Site. Except as intentionally enabled by the Marketing Tools, you may not link to any pages other than the Professional Systems of Pinellas, Inc home page.

6. Software License . Your downloading or use of any software on or through the Site is expressly conditioned on your continued compliance with this Agreement. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT INSTALL OR USE THE SOFTWARE. Professional Systems of Pinellas, Inc grants to you, and you accept, a limited, non-exclusive, nontransferable, revocable license to use the Software in machine readable, object code form only, on one personal computer, for the sole purpose of furthering the sale of Professional Systems of Pinellas, Inc products and services through you and your business. You may terminate this license by removing the Software from your computer and destroying all copies of it. This license will automatically terminate if you breach any of the terms or conditions of this Agreement. You agree to remove and destroy the Software from your computer upon termination.

8. Intellectual Property . Unless otherwise noted, Professional Systems of Pinellas, Inc owns or has licensed all Content, and any copyright, trademark, trade dress or other intellectual property which is protected under U.S. and international laws and treaties. The Site contains various protected trademarks, service marks, trade names and trade dress owned by Professional Systems of Pinellas, Inc. Other trademarks used on the Site are the property of their respective owners. You may not use any Professional Systems of Pinellas, Inc or other trademarks as part of your company name, corporate name, trade name or domain name.

9. Disclaimers and Liability Limitations . YOU USE THE SITE, MARKETING TOOLS AND SOFTWARE SOLELY AT YOUR OWN RISK. SANMAR PROVIDES THE SITE AND SOFTWARE "AS IS," AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE TITLE, AND NONINFRINGEMENT AND ANY IMPLIED INDEMNITIES. IN NO EVENT WILL PROFESSIONAL SYSTEMS OF PINELLAS, INC OR ITS LICENSORS BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, MARKETING TOOLS OR SOFTWARE, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY, EVEN IF PROFESSIONAL SYSTEMS OF PINELLAS, INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are dissatisfied with the Site or any of the terms in this Agreement, your sole and exclusive remedy is to stop using the Site. Some states do not allow certain limitations on implied warranties or certain damages, so some of the above exclusions may not apply to you. You understand and agree that Professional Systems of Pinellas, Inc would not make the Site available "but for" your agreement to these disclaimers and liability limitations, and that Professional Systems of Pinellas, Inc is at all times relying on your agreement to these disclaimers and liability limitations when it provides you with access to and use of the Site.

10. Indemnification . You agree to defend, indemnify and hold harmless Professional Systems of Pinellas, Inc and its affiliates, officers, directors, owners, agents, employees, contractors, licensees and licensors from and against any and all actual or threatened claims, damages, costs and expenses, including all costs, expenses and reasonable attorney's fees (including without limitation, fees and costs incurred in a bankruptcy proceeding, whether or not a lawsuit is filed), arising from or related to your use of the Site, Marketing Tools or Software, and for your violation of any of the terms or conditions contained in this Agreement.

11. Termination. Your failure to comply with any of the covenants, terms or conditions in this Agreement automatically revokes your authorization, right and license to use the Site, Marketing Tools and Software, and terminates any and all rights granted to you hereunder. Various parts of this Agreement will continue in force and effect upon termination of your rights, according to their nature, including restrictions, disclaimers, liability limitations and indemnification obligations. Upon termination, you must promptly destroy all Content and Software downloaded or obtained from this Site, as well as all copies of any Content or Software. Professional Systems of Pinellas, Inc may change, suspend or discontinue or restrict any Site feature at any time without prior notice.

12. Applicable Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Florida, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under this Agreement shall lie only in Pinellas County, Florida. The parties hereby consent to personal jurisdiction over them by the courts within Pinellas County, Florida. The parties waive all objection and challenge to such venue and personal jurisdiction. In the event of a dispute hereunder, the prevailing party shall be entitled to recover its costs and expenses incurred, including reasonable attorney's fees.

13. Miscellaneous. This Agreement constitutes the entire agreement between you and Professional Systems of Pinellas, Inc regarding access to and use of the Site and governs your use of any Software, Content or Marketing Tools, superseding and entirely replacing prior agreements (if any) between you and Professional Systems of Pinellas, Inc therefor. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Professional Systems of Pinellas, Inc failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. Professional Systems of Pinellas, Inc will not be responsible for failures to fulfill any obligations due to causes beyond its control. Professional Systems of Pinellas, Inc obtains permission from other manufacturers and content owners to make their brands, logos, products and other content available to you through the Site. You agree that these owners that license their rights and content to Professional Systems of Pinellas, Inc for the Site are intended third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly concern their content. In the event it should be determined that any provision of this Agreement is uncertain or ambiguous, the language in all parts of this Agreement shall be in all cases construed as a whole according to its fair meaning and not strictly construed for nor against either party.

YOU HAVE READ, UNDERSTOOD AND APPROVED OF THIS AGREEMENT; YOU HAVE HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND WITH SUCH OTHER EXPERTS OR ADVISORS AS YOU HAVE DEEMED NECESSARY IN CONNECTION WITH THIS AGREEMENT. THE FACT THAT PROFESSIONAL SYSTEMS OF PINELLAS, INC MAY HAVE DRAFTED ALL OR PORTIONS OF THIS AGREEMENT SHALL HAVE NO BEARING UPON ITS INTERPRETATION OR CONSTRUCTION.

YOU UNDERSTAND AND AGREE THAT THE PROVISIONS CONTAINED HEREIN REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS HEREUNDER SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY. PROFESSIONAL SYSTEMS OF PINELLAS, INC COULD NOT PROVIDE ITS PRODUCTS OR SERVICES TO YOU AT THE CURRENT PRICING “BUT FOR” YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.

Professional Systems of Pinellas, Inc Terms and Conditions on All Orders

14. Ordering Terms & Conditions

Orders for Professional Systems of Pinellas, Inc goods (the “Goods”) are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Professional Systems of Pinellas, Inc to you and/or the company you are authorized to represent (“you”). Professional Systems of Pinellas, Inc performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions are hereby rejected and shall be inapplicable and not binding upon Professional Systems of Pinellas, Inc.

1. Ordering. Professional Systems of Pinellas, Inc shall accept your orders in writing, by phone (with follow-up written confirmation) or through electronic means for web-based orders. You may not cancel an order accepted by Professional Systems of Pinellas, Inc (i.e., they are non-refundable), except upon the consent of Professional Systems of Pinellas, Inc in each instance. Professional Systems of Pinellas, Inc shall deliver Goods F.O.B. Professional Systems of Pinellas, Inc shipping facility; risk of loss for Goods passes to you once Goods are loaded onto the courier at Professional Systems of Pinellas, Inc facility. Professional Systems of Pinellas, Inc shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and PROFESSIONAL SYSTEMS OF PINELLAS, INC EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. Professional Systems of Pinellas, Inc shall have the right to deliver Goods at one time or in portions from time to time, and to invoice for those portions delivered. Payment will not be considered final until all freight charges and taxes billed to you have been paid. A $2.50 shipping charge will be added to each order.

2. Payment. You shall purchase Goods in accordance with Professional Systems of Pinellas, Inc price list in effect at the time of the order (less other discounts, if any). Prices are exclusive of all sales or use taxes, tariffs, customs, duties and other governmental charges. You shall pay or reimburse Professional Systems of Pinellas, Inc for any and all such charges. Late payment of any amount will be grounds for Professional Systems of Pinellas, Inc to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure a breach or default for late payment. Returned checks will be subject to a $40.00 per check charge. All freight is F.O.B. point of origin. You remain responsible for all shipping and handling charges including, without limitation, failure by the consignee to pay shipping charges, failure by any third party to pay shipping charges, or an incorrect or invalid shipping account number. Professional Systems of Pinellas, Inc accepts Visa and MasterCard.

3. Pricing. All prices are subject to change without notice. Professional Systems of Pinellas, Inc assumes no responsibility and shall incur no liability whatsoever if price change notices are not received. In the event of new federal or state taxes or legislation affecting the costs of products or items, Professional Systems of Pinellas, Inc reserves the right to increase prices as it deems appropriate or necessary. Merchandise is subject to change or withdrawal, or may be temporarily or permanently out of stock. We assume no liability for delays or failure to deliver due to our inability to obtain supplies. Professional Systems of Pinellas, Inc has no minimum order amount; however, orders under $50.00 are subject to a $5.00 service charge.

15. General Terms & Conditions of Sale

Orders for Professional Systems of Pinellas, Inc goods (the “Goods”) are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Professional Systems of Pinellas, Inc to you and/or the company you are authorized to represent (“you”). Professional Systems of Pinellas, Inc performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon Professional Systems of Pinellas, Inc.

2. General. Our relationship is one of independent contractors. No agency, employment, partnership or joint venture shall be created by or founded upon this Agreement. You shall not make or assign, or represent to any party, by implication or otherwise, that it may make or assign, any warranty or representation by or for Professional Systems of Pinellas, Inc, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of Professional Systems of Pinellas, Inc or to pledge the credit of Professional Systems of Pinellas, Inc. This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to any conflicts of law principles to the contrary. The parties consent to exclusive jurisdiction and venue in the federal courts sitting in Hillsborough County, Florida, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the Superior Courts of Pinellas County, Florida. You agree not to object to this jurisdiction and venue, and hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. Any notice or request hereunder shall be made in writing delivered in person to an authorized officer of the respective party or mailed or transmitted by cable or telecopier, for Professional Systems of Pinellas, Inc, to the current contact information on our website at www.prosys1.com, and, for you, to the address Professional Systems of Pinellas, Inc has on file for you in your most recent approved credit application (unless changed by written notice of a different address). Your rights hereunder are personal to you and the company you represent, and may not be assigned or transferred in whole or in part by you, nor may any benefit hereunder inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of Professional Systems of Pinellas, Inc, and any attempted assignment or transfer without such consent shall constitute a breach hereunder and shall be void. No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties’ fundamental intentions in that and other contexts, and the remainder of this Agreement shall not be affected thereby.