This Agreement, by and between Parrot Distributing, Inc. of Chattanooga, Tennessee and
(Company Name)of (City), (State)("Customer"), recites the terms and conditions of the parties'
agreement concerning use of the Parrot Distributing, Inc. web site (the "Web Site") by Customer.
1. A condition of acceptance of this Agreement by Parrot Distributing, Inc. is receipt and
approval by Parrot Distributing, Inc. of a Customer Credit Application and, if necessary, an
Agreement of Guarantee.
2. Upon acceptance of this Agreement by Parrot Distributing, Inc. the Authorized User will be
granted access to the E-Commerce Area of the site with and/or without restrictions.
3. This Agreement provides the Customer with a non-exclusive license to access the E-
Commerce Area through its Authorized User Account. Restrictive Areas include, but are not
limited to, web purchases, account information and product availability.
4. The Customer shall use a valid password to access the E-Commerce Area. The Customer
is solely responsible for maintaining and monitoring use of passwords, is solely responsible
for the security and disclosure of passwords to unauthorized users, and is solely
responsible for the unauthorized use of passwords.
5. The Customer is liable for all purchases made under the Customer's passwords. AU
purchases made under the Customer's passwords shall be considered an original written
order signed by a duly authorized representative of the Customer and admissible as a
business record in any litigation.
6. Parrot Distributing, Inc. shall use reasonably commercial efforts to perform its obligations
under this Agreement, however, is not liable for any losses unless caused solely by the
gross negligence or willful misconduct of Parrot Distributing, Inc. PARROT DISTRIBUTING,
INC. SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, PUNITIVE,
SPECIAL OR INCIDENTAL DAMAGES INCLUDING, BUT NOT LIMITED TO CLAIMS OF
LOST PROFIT.
7. Limitations and Obligations. The Customer hereby acknowledges and agrees that Parrot
Distributing, Inc. may develop and market new, different or enhanced functions of the
Service. Nothing contained in this Agreement shall give the Customer any rights with
respect to any such new, different or enhanced functions unless Parrot Distributing, Inc, in
its sole discretion, gives access to the Customer of such functions. Parrot Distributing, Inc.
shall have the right to require the Customer to pay additional service fees in order to have
access to any such new, different or enhanced functions.
8. Proprietary Rights. Parrot Distributing, Inc. owns and shall remain owning the Web Site and
the Service and any other software developed by or for Parrot Distributing, Inc. under this
Agreement or otherwise, including without limitation all applicable rights to patents,
copyrights, trademarks, trade secrets or other proprietary or intellectual property rights
inherent therein or appurtenant thereto (collectively, the"Intellectual Property Rights"). If
the Customer is entitled to have any Intellectual Property Rights in the Web Site, the
Service or any other software developed by or for Parrot Distributing, Inc. under this
Agreement, the Customer hereby agrees to assign all such rights to Parrot Distributing, Inc.
The Customer shall, upon request and without further consideration, execute, acknowledge
and deliver to Parrot Distributing, Inc, and cause its employees or contractors to execute,
acknowledge and deliver to Parrot Distributing, Inc, all documentation reasonably required
to record or perfect Parrot Distributing, Inc’s. Ownership of such Intellectual Property Rights.
The Customer shall not voluntarily assist any third party to attack or invalidate such
Intellectual Property Rights, or to defend against a charge of infringement of any such
Intellectual Property Rights.
9. Confidentiality. The Customer agrees to the following: The Customer shall not sell, transfer,
publish, disclose, display or otherwise make available any portion of the executable code of
the Web Site or the Service or any terms or conditions of this Agreement (collectively, the
"Confidential Information")to others. The Customer agrees to secure and protect the
Web Site and the Service in a manner consistent with the maintenance of Parrot
Distributing, Inc’s. Rights therein and to take appropriate action by instruction or agreement
with its Users to satisfy its obligations hereunder, and to take reasonably appropriate
measures to maintain the confidentiality of all other Confidential Information. The Customer
shall use its best efforts to assist Parrot Distributing, Inc. in identifying and preventing any
unauthorized access, use, copying or disclosure of the Web Site or the Service or any other
Confidential Information, or any component thereof, or any of the algorithms or logic
contained therein or terms associated therewith. Parrot Distributing, Inc. will not sell or
otherwise distribute customer information including email addresses.
10. The parties acknowledge that successful implementation and use of the Service depends
upon the Customer's provision of the appropriate hardware and software compatible with
Microsoft Internet Explorer 6.0 or such other hardware or software as Parrot Distributing,
Inc. may reasonably recommend from time to time (collectively, the"Operating
Environment"). The Customer shall be responsible for providing the Operating
Environment at its own expense.
11. Parrot Distributing, Inc. may be unable to provide some products and materials advertised
or otherwise presented in the E-Commerce Area and product availability is subject to any
such limitation, including but not limited to, incorrect pricing.
12. The Customer shall defend, indemnify and hold harmless Parrot Distributing, Inc. its
officers, directors, employees, members, managers, partners, representatives, agents or
affiliates thereof from any claims or liability, including reasonable attorney fees, including
but not limited to third party claims, claims related to unauthorized use of the E-Commerce
Area or any information therein, including and/or claims of trademarks or copyrights.
13. The Agreement is subject to and governed by all of the terms, conditions and provisions
recited in the following:
1. Parrot Distributing, Inc. Terms and Conditions;
2. Parrot Distributing, Inc. Customer Credit Application;
3. Parrot Distributing, Inc. Agreement of Guarantee (if required);
4. Parrot Distributing, Inc. Website Limited License and User Agreement; and
5. Parrot Distributing, Inc. Privacy Policy
14. PARROT DISTRIBUTING, INC. MAKES NO REPRESENTATION OR WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICUALR PURPOSE, REGARDING THE OPERATION OF
THE E-COMMERCE AREA OR THE ACCURACY, COMPLETENESS OR RELIABILITY
OF THE CONTENT, MATERIAL OR INFORMATION ON THE E-COMMERCE AREA.
15. Taxes. The Customer shall reimburse Parrot Distributing, Inc. for any state, local and
federal taxes (excluding taxes imposed upon Parrot Distributing Inc’s income) applicable to
the transactions contemplated under this Agreement, providedthat (i) Parrot Distributing,
Inc. has the legal obligation to collect the tax from the Customer, and (ii) Parrot Distributing,
Inc. either charges the Customer for the tax at the time of invoicing, if applicable, or if
assessed by a taxing jurisdiction at a later date, sufficient notice is given to the Customer so
that the Customer may provide documentation to Parrot Distributing, Inc. that either the
Customer has already paid such taxes to the taxing jurisdiction, or that the tax is not legally
due.
16. In the event any part of this Agreement is found to be invalid or void by operation of law the
remaining provisions shall survive and be of full force and effect.
17. This Agreement is governed by the laws of the State of Tennessee and applicable federal
laws of the United States. The customer agrees and hereby submits to the exclusive
personal jurisdiction and venue of the State and federal courts in Chattanooga Tennessee.
Attorneys' Fees. In the event of any suits and actions with respect to this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys' fees and other costs and
expenses incurred in resolving such dispute.