Terms Of Use

PRODUCT CENTRAL TERMS OF USE

These Terms of Use (the “Terms”) describe the terms and conditions applicable to the access and use of the Product Central website (the “Site”) operated by Quest Service Group, LLC d/b/a the Gerstman Group (“We”, “Us”, “Our”, or “Gerstman”). These Terms constitute a legally binding agreement between you (“you”or “your”) and Gerstman. By accessing or using the Site, you hereby agree to accept these Terms as a “User” of the Site. If you do not accept all of these Terms, please do not use the Site.

For purposes of these Terms, a “User” is any person who accesses the Site for whatever purpose, regardless of whether such User has an account on the Site. A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.

Modifications to the Terms

We reserve the right, in our sole discretion, to update or modify these Terms at any time without prior notice to you. The most recent version of these Terms will be posted on the Site. Any amended and/or restated Terms will become effective immediately upon posting, and your continued use of the Site after posting shall constitute your acceptance of the amended Terms. You agree that we shall not be liable to you for any update, change or modification to these Terms.

Use of the Site

Users may use the Site solely for their own internal purposes. Users may not copy, reproduce, or download any information, materials, text, images, video clips, directories, files, databases or listings available on or through the Site (the “Site Content”) for any purpose without the express prior written consent of Gerstman. Systematic retrieval of Site Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without the express prior written consent of Gerstman is also prohibited. A User’s viewing, downloading, redistribution, republishing, display, or other use of the Site Content provided on or through the Site are subject to these Terms and any other applicable agreement between Gerstman and such User.

By using this Site, you agree to use it only for lawful purposes, and in a manner that does not infringe upon the rights of any third party nor inhibits the use and enjoyment of this Site by any third party. You agree to comply with all applicable laws, regulations, and codes of conduct and to be solely responsible for all things arising from your use of the Site.

Account Maintenance

If Gerstman grants you an account to this Site, you are responsible for maintaining the confidentiality of your user id and password and for restricting access to your computer. You may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an account, user ID or password to any third party without the prior written consent of Gerstman. Your account is subject at all times to your compliance with these Terms.

If the User is or represents a business entity, you represent and warrant that (a) you have the authority to bind the entity to these Terms; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to Gerstman during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.

Third Party Content and Links

We may make available on the Site content that is provided or posted by third parties (“Third Party Content”). Gerstman is not the author of such Third Party Content, and is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User’s reliance on Third-Party Content. The Site may also contain links to third-party websites. Gerstman has no control over, and is not responsible or liable in any way for, the availability, content, and security of such third-party websites, and Users should direct any concerns to the site administrators of such third party web sites.

Transactions between Buyers and Suppliers

Through the Site, Gerstman provides a web-based platform intended to facilitate sales and purchases of products and services (“Transactions”) between Gerstman’s authorized buyers and suppliers. Gerstman reserves the right to limit certain features or functions of the Site to Users, and Gerstman does not represent control and is not liable or responsible for the quality, safety, lawfulness or availability of the products displayed on the Site, or the ability of suppliers or buyers to complete a Transaction.

Each User acknowledges that it is fully assuming the risks of Transactions when using the Site to facilitate such Transactions, and that it is fully assuming the risk of liability or harm of any kind in connection with subsequent activity of any kind relating to or arising from the products that are the subject of such Transactions. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty and breach of contract. Such risks may also include the risks that the manufacture, import, export, distribution, offer, display, purchase, sale and/or use of products displayed on the Site may violate or may be asserted to violate a third party’s rights, and the risk that User may incur costs of defense or other costs in connection with such third party’s assertion of their rights, or in connection with any claims by a part that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers and other end-users of products or others claiming to have suffered injuries or harms relating to products obtained by Users through a Transaction in connection with the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks”. Each User agrees that Gerstman shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.

Users are solely responsible for all of the terms and conditions of the Transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

In the event that any User has a dispute with any party to a Transaction, such User agrees to release and indemnify Gerstman (and Gerstman’s directors, officers, employees, agents, and affiliates) from all claims, demands, actions, proceedings, costs, expenses and damages (including, without limitation, any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

Intellectual Property Rights

Trademarks:

The trademarks, service marks, and logos used on the Site are the property of Gerstman or Quest Service Group, its licensors and other third parties. These trademarks may not be copied, imitated, modified, used or published, in whole or in part, without the prior written consent of Gerstman, Quest Service Group, or the respective rights holder. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks, and/or trade dress of Gerstman, and may not be copied, imitated, modified or used, in whole or in part, without Gerstman’s prior written consent.

Copyrights:

All materials on the Site, including without limitation, the Site Content, are protected by copyrights which are owned or licensed by Gerstman or otherwise used by Gerstman with permission. You may not reproduce, perform, create derivative works from, republish, upload, post, transmit or distribute in any ay the Site Content without Gerstman’s prior written consent. Any modification of the Site Content, or any portion thereof, or use of the Content for any other purpose constitutes an infringement of the proprietary rights of Gerstman or the applicable rights holder. Use of the Site Content on any other website or network computer environment is prohibited without Gerstman’s prior written consent. All rights not otherwise claimed under these Terms or by Gerstman are hereby reserved.

Gerstman respects the rights of all copyright holders and in this regard, Gerstman has adopted and implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Gerstman’s Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. §512:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyright work claimed to have been infringed or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Gerstman’s Copyright Agent for notice of claims of copyright infringement on or regarding this Site can be reached by emailing (put an email in here that makes sense) or writing to (put our address here)

Please note that under the same law any person who knowingly materially misrepresents that material or activity is infringing may be liable for damages, including costs and attorneys’ fees.

Submissions

Certain Users may access, transmit, modify and post data, materials, information, ideas, concept, or any other content (each, a “Submission”) to the Site with Gerstman’s express prior written consent. Any such User hereby grants Gerstman a royalty-free, fully paid, nonexclusive, worldwide license to publish, transmit, perform, display, modify, and create derivative works from and otherwise use its Submission(s), subject to any other terms and restrictions in the applicable agreement between such User and Gerstman. All Submissions become the unrestricted licensed property of Gerstman and may be edited for use on the Site and for Gerstman’s internal purposes. The User warrants and represents that it owns and otherwise controls any and all rights in and to the Submission(s), and that the posting and use of the Submission(s) by Gerstman will not infringe or violate the rights of any third party in any manner.

Gerstman may, at its own discretion, monitor and prescreen Submissions, and while Gerstman and its designees reserve the right, but not the obligation, in their sole discretion and without prior notice, to refuse, move, edit or delete any Submission, in whole or in part, that is deemed to violate these Terms or is otherwise objectionable, you agree to evaluate, and bear all risks associated with the use of any Submission, including any reliance on the accuracy, completeness or usefulness of such Submissions

User Conduct

In accessing and using the Site, you agree:

To use the Site in a professional manner;
To comply with all applicable laws, including, without limitation, intellectual property laws, privacy laws, export laws, tax laws, and regulatory requirements;
Not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked websites;
Not to disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked websites;
Not to upload, post or otherwise transmit through or on this Site any viruses or other harmful, disruptive or destructive files;
Not to use, frame or utilize framing techniques to enclose any Gerstman trademark, logo or other proprietary information (including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page) without the express written consent of Gerstman;
Not to use meta tags or any other “hidden text” utilizing a Gerstman name, trademark or product name without the express written consent of Gerstman;
Not to “deeplink” to this Site without the express written consent of Gerstman;
Not to collect or store, or attempt to collect or store, personal data about others;
Not to attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access;
Not to post any Submission or other material that constitutes false advertising, or that is knowingly false and/or defamatory, inaccurate, or otherwise in violation of any law; and
Not to post any copyrighted material unless the copyright is owned by you.

In addition, you agree that you will comply with all applicable local, state, national and international laws and regulations, including, but not limited to, United States export restrictions, that relate to your use of or activities on this Site.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, SITE CONTENT AND ANY PRODUCTS OR SERVICES DISPLAYED, PROMOTED, AND MARKETED ON THIS SITE, AND/OR THAT ARE THE SUBJECT OF TRANSACTIONS FACILITATED THROUGH THIS SITE, ARE PROVIDED, TRANSMITTED AND DISTRIBUTED “AS IS” AND “AS AVAILABLE”, AND GERSTMAN HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GERSTMAN MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE, GERSTMAN DOES NOT REPRESENT OR WARRANTY THAT THE MANUFACTURE, IMPORT, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND GERSTMAN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GERSTMAN MAKES NO WARRANTY: (A) THAT THE SITE OR SITE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT DEFECTS OR ERRORS IN THE SITE OR SITE CONTENT WILL BE CORRECTED; (C) THAT THE SITE AND SITE CONTENT WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS ON THE SITE OR WITHIN THE SITE CONTENT; OR (E) THAT TRANSMISSIONS OR DATA WILL BE SECURE.

Neither Gerstman, its affiliates, subsidiaries and related companies, nor any of their respective officers, directors, parents, partners, employees and agents, are responsible or liable for any loss, damage (including, but not limited to, actual, consequential or punitive), liability, claim or other injury or cause related to or resulting from any Site Content, information or other materials posted on the Site.

Each User hereby agrees to indemnify, defend and hold harmless Gerstman, its affiliates, subsidiaries and related companies and their respective officers, directors, employees and agents from any and all losses, claims, liabilities (including attorneys’ fees) arising from or relating to (a) such User’s access to and use of the Site, including, without limitation, any Submissions posted to or transmitted through the Site, or (b) from such User’s breach of any representation or warranty or other provision of these Terms. Each User hereby further agrees to indemnify, defend and hold harmless Gerstman, its affiliates, subsidiaries and related companies and their respective officers, directors, employees and agents from any and all losses, claims, liabilities (including attorneys’ fees) arising from or relating to, directly or indirectly, a third party claim relating to a Transaction or the marketing, promotion, distribution and use of products offered or displayed on the Site.

Limitations of Liability

IN NO EVENT AND UNDER NO CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL GERSTMAN OR ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING, WITHOUT LIMITATION, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES), HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY ARISING IN CONNECTION WITH: (A) THE SITE, INCLUDING, WITHOUT LIMITATION, THE STREAMING SERVICE; (B) THE USE OR INABILITY TO USE THIS SITE; (C) THE MARKETING, PROMOTION, DISTRIBUTION OR USE OF, OR TRANSACTIONS FOR, ANY PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, THE SAFETY OR FUNCTION OF ANY PRODUCT; (D) ANY DEFECT IN GOODS, SAMPLES, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED FROM A USER OR A THIRD-PARTY SERVICE PROVIDER THROUGH THE SITE; (E) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA OR OTHER INFORMATION THAT IS SENT OR RECEIVED; (F) ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES OR FILE CORRUPTION OR SERVICE INTERRUPTIONS; OR (G) OTHERWISE UNDER THESE TERMS, EVEN IF GERSTMAN OR ITS REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS OR LOSSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Termination

Gerstman may, in its sole discretion, terminate or suspend your account and access to all or part of the Site for any reason to the User, provided, however, that notice is not required for such suspension or termination if (a) in Gerstman’s determination, the User has breached any of these Terms and any other agreements, terms, rules, or policies for access to and use of this Site; (b) Gerstman has reasonable grounds to suspect that any information provided by a User is untrue, inaccurate or is not current or complete; or (c) Gerstman believes that the User’s actions may cause financial loss or liability to the Site’s other Users, to Gerstman or its affiliates, subsidiaries, or related companies. In the event of termination or suspension of your account or access, the representations and warranties, indemnities and limitations of liabilities set forth herein, will survive any such termination. You agree that Gerstman shall not be liable to you for any termination of your use of or access to the Site.

International Use

The Site is controlled, operated and administered by Gerstman from its offices within the United States. Gerstman makes no representation that the Site Content is appropriate for use at other locations outside of the United States, and you acknowledge that access to the Site Content from territories where such content is illegal is strictly prohibited. If you access this Site from a location outside of the United States, you are responsible for compliance with all local laws.]

Applicable Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law provisions. In the event of a dispute arising out of your use of the Site and/or these Terms, the proper jurisdiction and venue will be the federal and state courts of New York, New York, and you hereby consent to the exercise of personal jurisdiction of these courts over you in the event of such a dispute.

General

Subject to any additional agreements relating to Product Central, these Terms constitute the entire agreement between you and Gerstman with respect to and governs the use of the Site, superseding any prior written or oral agreements in relation to the same subject matter herein. Any cause of action you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises, notwithstanding any statutes of limitation to the contrary. Any failure by Gerstman to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Nothing in these Terms will be construed as creating a joint venture, partnership, employment or agency relationship between you and Gerstman, and you do not have any authority to create any obligation or make any representation on Gerstman’s behalf. You may not assign (by operation of law or otherwise) these Terms to any third party without Gerstman’s prior written consent. Subject to the foregoing, these Terms will be binding on, inure to the benefit of, and be enforceable against you and Gerstman and their respective successors and assigns.