These Terms of Use (the “Terms” or “Terms of Use”) describe the rules that apply to Cornerstone Building Brands, Inc.’s (together with each of our subsidiaries, brands and affiliates, “Cornerstone,” “we,” “our,” or “us”) websites, software applications, Customer Portals, and other electronic services (together, the “Service”), including all websites, webpages, applications, products, documentation and features offered by or through the Service. Please read these Terms carefully as they govern your use of the Service.
1. Acceptance
Your use of the Service is expressly conditioned on your acceptance without modification of these Terms. Any use of our Service that is inconsistent with these Terms is unauthorized. Your use of the Service, including your browsing of any webpages on the Service, constitutes your acceptance and agreement to be bound by these Terms. If you do not agree with our Terms, please, please do not use our Service. If you use the Service on behalf of a company, business, or other entity, then (i) the term “you” includes you and such company, business, or entity, and (ii) you represent and warrant that (a) you are authorized to bind such company, business, or entity to these Terms and (b) you agree to these Terms on such company’s, business’s, or entity’s behalf.
2. Changes
We may, in our sole discretion and for any reason, change, supplement, or amend these Terms without any notice or liability to you or any other person by posting revised Terms on the Service. Accordingly, we encourage you to review these Terms periodically. If you continue to use the Service after we change these Terms, then you accept all such changes.
From time to time, we may add to or change the functionality and features of the Service. We reserve the right to change, modify, suspend, or discontinue the Service, including any features or functionality, in whole or in part, without notice or liability to you. We do not guarantee the ongoing availability of the Service or any of its features or functionality.
3. Privacy Policy
Use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference.
4. Eligibility to Use the Service
4.1 You may use the Service only if you have reached the age of majority where you live and can form a binding contract with us under applicable law.
4.2 You represent warrant that (i) your use of the Service is legal in, and does not violate any laws or regulations where you live or from where you access the Service, (ii) you possess the legal right and ability to enter into these Terms and to use the Service in accordance with these Terms, (iii) your use of the Service will be in accordance with these Terms, and (iv) your use of the Service will be in accordance with all applicable laws and regulations.
4.3 Your use of the Service may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations, including the Export Administration Regulations and sanctions control programs of the United States. In particular, you represent and warrant that you (a) are not a prohibited party identified on any government export exclusion lists or a member of a government of any other export-prohibited countries as identified in applicable export and import laws and regulations, (b) will not transfer software, technology, or other technical data via the Service to export-prohibited parties or countries, (c) will not use the Service for military, nuclear, missile, chemical, or biological weaponry end uses in violation of United States export laws, (d) will not access or use the Service from a country or region that is targeted for comprehensive trade sanctions by the United States government, and (e) will not transfer, upload, or post via the Service any software, technology, or other technical data in violation of United States or other applicable export or import laws.
4.4 In our sole discretion, in addition to any other rights or remedies available to us and without any liability whatsoever, we reserve the right to terminate, restrict or suspend your access to the Service, in whole or in part, at any time without notice. For example, and without limitation, we may terminate or suspend your access to the Service upon your non-compliance (or threatened non-compliance) with these Terms or if you violate (or threaten to violate) our rights or the rights of any other party.
5. Your Limited Right to Use the Service and Its Content
5.1 Ownership
All of the following are the exclusive property of Cornerstone and/or our various subsidiaries, affiliates, brands, or licensors and are protected under applicable copyright, trademark, and other proprietary rights laws: the Service and all information, images, photos, graphics, sounds, music, videos, interactive features, data, text, scripts, files, links, software (including the software that powers the Service), messages, communications, content, organization, design, compilation, magnetic translation, digital conversion, trademarks, trade names, service marks, logos, and other matters related to, or located or contained within, the Service (collectively the “Content”). All words and symbols designated by ® or ™ and used on or in connection with the Content (collectively the “Marks”) are trademarks or registered trademarks of, and are proprietary to, Cornerstone or other owners that have granted us the right and license to use such Marks. For clarity, there may be instances where trademark or copyright symbols are omitted for creative reasons, which does not impact the validity or enforceability of these Marks.
5.2 Limited Right to Use the Service and Its Content
In exchange for your agreement to these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, and revocable license to use the Content solely for your internal business purposes. Other than as specifically provided in these Terms, you may not use, copy, download, reproduce, republish, distribute, transmit, broadcast, display, assign, license, sublicense, sell, alter, prepare derivative works of, or otherwise exploit the Content (in whole or in part) without our prior, express, and written permission. You do not have any ownership rights to the Service or any of its Content. All rights in and to the Content not expressly granted in this Section 5.2 remain in us and our licensors.
6. Your Use of the Service
6.1 You agree to use the Service only for the purposes for which we provide the Service, and in accordance with these Terms. Without limiting the foregoing, you agree that you will not:
- (a) Modify, translate, decompile, reverse engineer, recreate, disassemble, or otherwise attempt to determine the makeup or source code of the Service or make any unauthorized changes to or copies of the Service;
- (b) Circumvent, disable, remove, avoid, bypass, deactivate, impair or otherwise interfere with any (i) security-related features of the Service or (ii) features that prevent, restrict, or limit use or copying of any Content;
- (c) Use any web crawler, robot, spider, or other automated method to retrieve, data mine, scrape or otherwise gather information or Content available through the Service;
- (d) Upload, post, email, or otherwise transmit any material that contains trojan horses, worms, malicious software, viruses, or any other computer code, files, or programs of a destructive nature or designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- (e) Frame, reproduce or copy the Service, or access or use the Service through an interface other than one we provide to you;
- (f) Disclose any Content to any third party without our prior, express, and written consent, including moving or copying Content from a secure to a non-secure area of the Service;
- (g) Falsify or delete any author attributions, legal, or other notices or proprietary designations or labels (such as copyright, trademark, and other proprietary rights notices) contained in or on the Service;
- (h) Link to the Service from another without our prior, written permission;
- (i) Use the Service in violation of any applicable law, regulation or code of conduct, any additional terms, or our Privacy Policy; in violation of the legal rights of another person; or in any manner which we deem in our sole discretion to be inappropriate or harmful.
6.2 User Submissions
If you submit any content or materials through the Service or if you provide us with any comments, ideas or feedback relating to the Service (collectively, “User Submissions”), you (i) grant us and our affiliates a non-exclusive, royalty-free, transferable, sublicensable, and worldwide license to use, store, display, post, reproduce, modify, publish, broadcast, perform, print, distribute, and prepare derivative works of your User Submissions in perpetuity in connection with our Service and our and our affiliates’ businesses (and our and our affiliates’ successors’ businesses), including for purposes of developing, operating, improving, re-designing, providing, re-distributing, using, promoting, and marketing all or part of the Services, in any and all media formats (now known or hereafter developed) and through any and all media channels (now known or hereafter developed), and (ii) represent and warrant that you have all necessary licenses, rights, consents, and permissions to grant us the foregoing license. Nothing in these Terms will restrict other legal rights that we may have to User Submissions, for example under other licenses. You agree that you will not receive any consideration or compensation in connection with your User Submissions.
7. Registration
7.1 Process
Certain features and functionality of the Service require you to register with us by entering your email address, your personal name, contact information, a valid username and password, and providing other required registration information (collectively “Registration Information”). You represent and warrant that, at the time of submission to us, your Registration Information is true, accurate, current, and complete. You further agree to maintain and promptly update your Registration Information, as necessary or upon request. Upon completing the registration process with us, you may be provided with a Service account in our sole discretion (“Your Account”).
7.2 Restrictions and Limitations
(a) We will have no liability associated with, or arising from, your failure to maintain accurate, current, and complete Registration Information, including liability arising out of your failure to receive information about the Service or Your Account. We will not be responsible for verifying your Registration Information. You may not (i) select or use as your Registration Information a name of another person with the intent to impersonate that person; (ii) use as your Registration Information a name subject to any rights of a person other than you without appropriate authorization; (iii) use as your Registration Information a username or screen name that disparages, in any manner, the Service, us, or our licensors or service providers; or (iv) create any user account by automated means or under false or fraudulent pretenses. We reserve the right, at our discretion, to (a) refuse acceptance of your Registration Information and (b) cancel or deactivate Your Account, including due to inactivity, and, at our election, delete all related information and files in, or relating to, Your Account, including any User Submissions.
(b) You will maintain the confidentiality and security of, and will carefully guard Your Account and Your Account-related information, and you will not provide Your Account or Your Account-related information to any other person or entity. We will not be liable for any unauthorized access or use of your Registration Information or Your Account. You are fully responsible for all use of, and activities that occur under, your Registration Information and Your Account and for any actions that take place through your registration or access to the Service (whether conducted by you or another). If you suspect that someone may have obtained access to Your Account or Your Account-related information, you must (i) contact us immediately and (ii) change Your Account password.
(c) We reserve the right to require you to change your Registration Information from time to time. Failure to comply with any portion of this Section 7 will constitute a breach of these Terms, which may result in immediate termination of Your Account.
7.3 Email Notifications
Subject to any applicable laws, we reserve the right to email you notifications that inform you of messages waiting for you on the Service. You agree that such notifications are an integral part of being a registered member of the Service, and you expressly consent to receiving these notifications.
8. Third Party Products
The Service may contain links to or display websites, services, products, offers, events, promotions, discounts, or activities provided or offered by or through third parties (collectively the “Third Party Products”). In addition, the Service may provide you with the ability to interact directly with third parties that offer, advocate, or make recommendations for Third Party Products. We are not responsible for, and disclaim any liability with respect to, Third Party Products and the content, accuracy, or opinions expressed in, or with respect to, Third Party Products.
9. Indemnity
You will indemnify, defend, and hold harmless us, our affiliates, and our and our affiliates’ owners, parents, partners, shareholders, members, subsidiaries, managers, directors, officers, employees, contractors, agents, licensors, suppliers, agents, representatives, and attorneys from and against any and all claims, liabilities, damages, losses, costs, and expenses, including court costs and reasonable attorneys’ fees, resulting from, relating or attributable to, or arising out of (i) your breach of, or failure to comply with, any of these Terms, (ii) any fraud, manipulation, deception, or misrepresentation by you, (iii) your access to, or use of, the Service and/or the Content, (iv) your User Submissions, (v) all use of, and activities that occur under, Your Account (whether conducted by you or another) and any actions that take place through your access to the Service and/or the Content, (vi) any violation of any law or regulation by you, and (vii) any dispute between you and another user of the Service (whether you and/or such other user is registered or unregistered). Neither we nor our affiliates or licensors have any duty to reimburse, defend, indemnify, or hold you harmless, including with respect to any claim, liability, damage, loss, cost, or expense resulting from, relating or attributable to, or arising out of, these Terms, the Service, or the Content or your use of, or access to, the Service or the Content.
10. Disclaimers and Limitations of Liability
Read the following carefully
10.1 Liability Disclaimer
Except as expressly provided in these Terms and Conditions as amended from time to time, we make no representations or warranties of any kind, express or implied, regarding the Service and/or Content, User Submissions, products or services provided on the Service, all of which are provided on an “as is” and “as available” basis. We do not warrant the accuracy, completeness, currency, reliability or suitability of the operation of the Service, or any of the content or data found on the Service, and expressly disclaim all warranties and conditions in respect of the Service, Content, User Submissions, data, and any products or services offered for sale on the Service, including implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade.
We are not responsible for unavailable network connections, failed, incomplete, garbled or delayed computer transmissions, online failures, hardware, software or other technical malfunctions or disturbances or any other communications failures or circumstances affecting, disrupting or corrupting communications.
We assume no responsibility, and will not be liable for, any damages to, or any viruses affecting your computer equipment or other property on account of your access to, use of, or browsing on the Service or your downloading of any materials, data, text, images, video, audio, or other Content from the Service.
10.2 Maximum Liability
Cornerstone’s entire liability and your exclusive remedy with respect to any dispute with us (including without limitation your use of the Service or receipt of any communications is to discontinue your use of the Service.
In no event will Cornerstone be liable for any injury, loss, claim, damage, or any special, exemplary, punitive, direct, indirect, incidental or consequential damages of any kind (including, but not limited to economic loss, lost profits or lost savings), whether based in contract, tort, equity, strict liability, or otherwise, which arises out of or is in any way connected with any use of the Service, Content, User Submissions, the operation of the Service or any failure or delay in the operation of the Service, or any of the products or services offered on the Service, even if advised of the possibility of damages.
10.3 Risk of Use
Your access to, and use of, the Service, the Content, and any User Submissions are at your risk, including your assumption of all risks that the Service, the Content, and User Submissions will be uninterrupted, timely, secure, and error-free. If you are dissatisfied with the Service, the Content, or User Submissions, your sole and exclusive remedy is to discontinue accessing and using the Service. In no event will Cornerstone or any of our affiliates or licensors be liable for any loss or corruption of data, and neither we nor any of our affiliates or licensors have any responsibility or liability for the deletion or failure to store any information, data, User Submission, communications, or other content maintained or transmitted by or through the Service.
11. Dispute Resolution
The following terms shall govern all disputes arising out of or relating to the Service, these Terms, and/or our Privacy Policy (collectively, “Disputes”):
11.1 Class Action Waiver
You agree that, to the fullest extent permitted by applicable law, any and all Disputes will be resolved on an individual basis, without resort to any form of class action or mass action. This provision shall not be construed as a waiver of your right to seek public injunctive relief as provided under California law to the extent such right may otherwise be available to you.
11.2 Time Limitation
You agree to bring any and all Disputes against us within one year from the date of accrual of a cause of action, and that actions brought after this date will be deemed time-barred.
11.3 Venue
You consent and submit to the exclusive jurisdiction of the state and federal courts in and for Wake County, North Carolina, USA for all Disputes.
12. General
12.1 Notices
Except as otherwise provided in these Terms (including with respect to modifications to these Terms or modifications to the Service), we may (but are not obligated to) deliver notices to you via electronic mail or postal mail at any email or postal address associated with you in our databases.
12.2 Governing Law
These Terms shall be governed by, and enforced in accordance with, the laws of the State of North Carolina, including its statute of limitations, and without regard to any conflicts of law provisions that might apply the laws of another jurisdiction.
12.3 Entire Agreement
These Terms (including the Privacy Policy) constitute the complete, final, and exclusive understanding between you and us relating to your use of the Service, the Content, and the User Submissions, superseding all prior or contemporaneous understandings, agreements, and/or communications with respect to such subject matter. There are no representations, warranties or other agreements between us in connection with the subject matter of these Terms, except as specifically set out in these Terms. No party has been induced to enter into these Terms in reliance on, and there will be no liability assessed in tort, contract or otherwise, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included in these Terms.
12.4 Severability
If any provision of these Terms is held to be illegal, invalid, or unenforceable under present or future laws, such provision will be fully severable, and these Terms will be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part of these Terms; and the remaining provisions of these Terms will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from these Terms. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as part of these Terms a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. Our waiver of a breach of any provision of these Terms by you will not operate or be construed as a waiver by us of any subsequent breach by you.
12.5 No Amendments by you
You may not amend these Terms without our prior, express, and written consent.
12.6 Assignment
We may assign our rights and delegate our duties and obligations under these Terms to any party at any time without notice to you. These Terms are not assignable, transferable, or sub-licensable by you without our prior, express, and written consent.
12.7 Relationship
No agency, partnership, joint venture, or employment is created as a result of these Terms, and you do not have any authority of any kind to bind us in any respect whatsoever.
12.8 Interpretation
In the interpretation of these Terms, except where the context otherwise requires: (i) “including” or “include” does not denote or imply any limitation, (ii) “or” has the inclusive meaning “and/or,” (iii) “and/or” means “or” and is used for emphasis only, (iv) “$” refers to United States dollars, (v) the singular includes the plural, and vice versa, and each gender includes each other gender, (vi) captions or headings are only for reference and are not to be considered in interpreting these Terms, (vii) “Section” refers to a section of these Terms, unless otherwise stated in these Terms, and (viii) to the extent any provision of these Terms limits our liability or disclaims any responsibility or obligation with respect to us, then such limitation or disclaimer shall also apply to, and provide protection to, our licensors, subsidiaries, brands, and affiliates, each of which is an intended third-party beneficiary of these Terms (including the Privacy Policy) and shall have the right to enforce these Terms (including such limitations and disclaimers and including the Privacy Policy), in whole or in part in such third-party beneficiary’s discretion, as if a party to these Terms and/or the Privacy Policy.
12.9 Survival
Sections 3, 6.2, and 9 through 12 will survive termination of these Terms and/or your right to access or use the Service, the Content, and the User Submissions.
13. Contact Information
If you have any questions regarding these Terms, you may contact us by email at privacy@cornerstone-bb.com.
