CUSTOM TRUCK ONE SOURCE, INC. WEBSITE TERMS OF USE
Last Modified: April 1, 2021
Welcome to our website. Custom Truck One Source, Inc. (the “Company,” “we” or “us”), owns and operates this website, www.customtruck.com (the “Website”). By using this website, you agree to comply with and be bound by the following terms and conditions of use (the “Terms of Use”). Please review these Terms of Use carefully. Use of the Website indicates your consent to be bound by the Terms of Use.
1. Terms of Use. This Terms of Use specifies the terms and conditions for access to and use of the Website and describe the terms and conditions applicable to your access of and use thereof.
2. Changes to the Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. You can view the most recent version of these terms at any time at www.customtruck.com. Each use by you shall constitute and be deemed your unconditional acceptance of the Terms of Use.
3. Privacy. Your visit to our website is also governed by our Privacy Policy, which can be found at www.customtruck.com/privacy.
4. Ownership and Use of Content.
(a) The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, graphics, displays, images, user and visual interfaces, specifications, certifications, technical guidelines, catalogs, Tools (as defined below), data, video, audio, and other Company materials contained herein, as well as the design, structure, selection, coordination, expression, “look and feel” and arrangement thereof (herein, the “Content”), are owned by the Company, its licensors, or other third party providers of such Content and are protected by United States, Canada, Mexico and other international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Any copying, redistribution, uploading, posting, mirroring (to any other computer, server, website or other medium, public display), republication, transmission, sale, incorporation into derivative works, or other distribution by you of any such Content or any part of the Website is prohibited, except as expressly permitted in these Terms of Use. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Website.
(b) Because the Company has locations throughout at least one of the United States, Canada and Mexico, the Company makes no claims that this Website and its Content are appropriate or may be downloaded outside of the location in which the Company has locations. Access to the Content may not be legal by certain persons or in other countries, so if you access the Website from outside the Company’s location, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
(c) With respect to users located in Canada, the parties to these Terms of Use confirm their express wish that these Terms of Use, as well as all other documents related to it, including but not limited to all confirmations, notices, waivers, consents and other communications be in the English language.
(d) You may not generally download or print Content, although you are permitted to download or print no more than one (1) copy of the Company’s catalogs for your internal business use and reference, so long as you include all copyright and proprietary rights notices.
5. Trademarks. The Company name, the Company logos, trademarks (whether issued or applied for), service marks, and all related names, logos, trade dress, products and service names, designs, and slogans are the intellectual property of the Company or its affiliates or licensors. Use of marks without the prior written permission of the Company is expressly prohibited. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
6. Intended Audience. This Website is intended for adults only. This Website is not intended for any user under the age of 18. Certain sections of this Website are intended for particular audiences including the Company’s employees, customers, and shareholders, as well as the general public.
7. Website Use.
(a) The Company grants you a limited, revocable, nonexclusive license to use this Website solely for your own personal use. By using the Website, you agree not to use the Website in violation of any applicable laws, not to use it for insertion of your own or a third party’s advertising, branding or other promotional content, nor to infringe or violate any third party rights, or employ any device intended to disable or impair the Website’s operation.
(b) You agree not to copy materials on the Website, reverse engineer or break into the Website, or use materials, products or services in violation of any law. The use of this Website is at the discretion of the Company and the Company may terminate your use of this Website at any time.
(c) Unless and to the extent that products or services are sold directly through this Website, such as through the use of a Tool, any cost estimates provided herein, including through use of a Tool, are simply estimates and should not be relied upon as a quotation or offers by the Company to sell any of such products or services to you.
8. Use of Tools. You agree that any use by you of the functionality and tools provided herein, including for engineering specifications or designs through web-based applications, should be utilized for the sole purpose of identifying potential products or services (except for any Tools through which products or services are intended to be sold directly) and should not be relied upon without independent verification by a licensed professional engineer or contractor. You also represent and warrant that you own or otherwise possess the right in and to any information that you provide in connection with your use of any such Tool.
9. Compliance with Laws. You agree to comply with all applicable laws regarding your use of the Website. You further agree that information provided by you is truthful and accurate to the best of your knowledge.
10. Product and Services Availability. This Website has been established primarily for the benefit and use of Company’s dealers, suppliers, customers and potential customers. Not all products or services referred to may be available, and the Company may change or discontinue the product or service described by this Website at any time. This Website may include inaccuracies, and the information in this Website may be changed periodically. Check with [a representative of the Company] before relying on any product-related information or service-related information found in this Website.
11. Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use or misuse of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
12. Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, ANY OF THE TOOLS MADE AVAILABLE HEREIN, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13. Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, UNDER NO CIRCUMSTANCES WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in these Terms of Use that directly conflict with such laws may not apply to you.
14. Links from the Website. If the Website contains links to other websites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and are subject to the terms and conditions of use for such websites.
15. Use of Information. You understand and agree that any submission by you of any ideas, suggestions, concepts, methods, systems, designs, plans, techniques, business information, inventions or other information relating to the Company’s products or services is on a non-confidential basis, and by doing so you represent and warrant that you own or have a license to use such information, and, further, grant the Company an unrestricted, irrevocable, perpetual, sublicensable, and royalty free license to use, reproduce, display and transmit such information. The Company reserves the right, and you authorize us, to use and assign all information regarding Website uses by you and all information provided by you in any manner consistent with our Privacy Policy, found at www.customtruck.com/privacy, incorporated by reference.
16. Forward Looking Statements. Certain statements in the Content or on the Website are forward-looking statements that relate to future events, expectations, trends and operating periods involve certain factors that are subject to change, and important risks and uncertainties that could cause actual results to differ materially. Some of these risk and uncertainties could affect particular lines of business, while others could affect all of the Company’s businesses. The Company, except as required by law, undertakes no obligation to update or revise its outlook, whether as a result of new developments or otherwise. Further information concerning the Company and its businesses, including factors that could potentially materially affect the Company’s financial results, is included in the Company’s filings with the SEC including the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q.
17. Applicable Law. Regarding users in the United States, you expressly agree that all matters relating to the Website and to these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction). You further agree and consent to the exercise of exclusive subject matter and personal jurisdiction, regarding any dispute with the Company, or in any way relating to your use of the Website, in any state of federal court in Allen County, Indiana in connection with any such dispute.
Regarding users in Canada or in Mexico, you expressly agree that all matters relating to the Website and to these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by the internal substantive laws of Ontario, Canada or of Mexico, as the case may be, without giving effect to any choice or conflict of law provision or rule. You further agree and consent to the exercise of exclusive subject matter and personal jurisdiction, regarding any dispute with the Company, or in any way relating to your use of the Website, in the courts of the City of Toronto, Ontario or of Mexico City, Mexico, as the case may be.
18. Waiver and Severability. No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or a provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.
19. Termination. The Company may terminate these Terms of Use at any time, with or without notice, for any reason.
20. Relationship of the Parties. Nothing contained in these Terms of Use or your use of the Website shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
21. Entire Agreement. The Terms of Use constitutes the entire agreement between you and the Company and governs the terms and conditions of your use of the Website, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to this Website. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the website. The Company may revise these Terms of Use at any time by updating these Terms of Use and posting it on the Website. Accordingly, you should visit the Website and review the Terms of Use periodically to determine if any changes have been made. Your continued use of this Website after any changes have been made to the Terms of Use signifies and confirms your acceptance of any such changes or amendments to the Terms of Use.