TORRINGTON’S TERMS & CONDITIONS OF USE

These Website Terms and Conditions of Use, together with Torrington’s Data Privacy Policy and other policies or guidelines published on the Website, set out the terms and conditions upon which Torrington offers to grant you the right to access and use the website Torrington.com and/or related domains (« Website »).

BY USING OR ACCESSING THE WEBSITE, YOU AGREE TO ALL THE TERMS AND CONDITIONS STATED HEREIN. IF, AT ANY TIME, YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST STOP ACCESSING THE WEBSITE.

Right to use the Website.

Torrington grants you a personal, non-transferable, non-exclusive, non-sublicensable revocable, and limited license to access and use the Website for the exclusive purchasing services and products exclusively from Torrington or its partners (« License »). The foregoing License is strictly subject to your compliance with this Agreement. This License does not give you any intellectual property rights to the Website or in any proprietary information or data belonging to Torrington or third parties that is made available to you through your use of the Website. You agree not to make, or have made by a party other than Torrington, any equipment, assembly, component or part you design or create, or that is otherwise made available to you, because of your use of the Website.

Conditions Relating to your use of the Website.

You need a supported web browser to access the Website. Torrington may cease to support any given web browser and your continuous use of the Website will require you to acquire another supported web browser. The performance of the Website is incumbent on the performance of your computer equipment and your internet connection. As a condition to your use of the Website, you agree not to: (i) impersonate or misrepresent your affiliation with any person or entity; (ii) access, tamper with or use any non-public areas of the Website or Torrington’s computer systems; (iii) attempt to probe, scan or test collapsible vulnerability of the Website or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks; (iv) attempt to decipher, decompile, disassemble or reverse engineer any of the hardware or software used to provide the Website; (v) harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming or mail-bombing the Website; (vi) use the Website in an abusive way contrary to its intended use or the License related thereto, to its documentation or to Torrington’s reasonable instructions; (vii) systematically retrieve data or other content from the Website to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers or spiders, or otherwise; (viii) infringe third party intellectual property rights when using or accessing the Website.

Proprietary Rights.

All rights, titles, and interests in and to the Website (including without limitation, all texts, graphics, logos, icons, images, audio and video clips, downloads, data compilations, and software), are and will remain the exclusive property of Torrington and its licensors. The Service and the Website are protected by copyright, trademark, and other domestic and foreign laws concerning intellectual property. Except as expressly permitted in this Agreement, you may not reproduce, modify or create derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit or otherwise use or commercially exploit the Service. « Torrington is a registered trademark. The names of other companies, products or services referred to on the Website may be the trademarks of their respective owners. Any unauthorized use of any of these trade names or trademarks is prohibited. All rights that are held by third parties remain the property of the third party and can be subject to specific conditions.

Royalty and Referral Fee Programs.

Torrington may from time to time, establish programs to grant royalty or referral fees (the « Programs »). Such Programs as well as their full description, will be made available by Torrington on the Website. Torrington may modify or cancel such Programs at any time.

Third Party Links.

Hyperlinks to third-party websites, including, but not limited to, payment processing service providers, are provided for your convenience only, and the inclusion of any link does not imply the endorsement of any such link by Torrington. Torrington does not control these linked websites, has no control over the content of any linked websites, and is not responsible for any information, data, products or services on or available through such websites or for your use of such websites. You agree that such links to third-party websites or resources may be subject to different terms and conditions and privacy practices.

Indemnification.

You agree to defend, indemnify, and hold harmless Torrington, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and other professional or expert fees arising out of or in any way connected with : (i) your access to or use of Website; (ii) your violation of this Agreement; (ii) your violation of any rights of another party, including any users; (iv) your violation of any applicable law, regulation, rule, norm, or standard; (v) any alleged infringement of any third party intellectual property right related to the Website.

Termination of this Agreement.

Torrington reserves the right to suspend or terminate your right to use the Website, without notice. For example, Torrington may suspend or terminate your use of the Service if you are not complying with the present Agreement or use the Service in a manner that would cause Torrington legal liability, disrupt the Website or disrupt others’ use of the Website. Torrington reserves the right to discontinue the Website temporarily or permanently at any time. Torrington will deploy commercially reasonable efforts to notify you of such discontinuation. The Partners can discontinue their products without notice and Torrington cannot be held liable for the partners’ actions. If you breach this Agreement, Torrington will have the right to terminate this Agreement immediately, without notice, unless otherwise required by any applicable laws. All provisions of this Agreement which, by their nature, should survive termination shall survive the termination of this Agreement, including, without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability. Upon termination of this Agreement, your personal information collected will be processed in accordance with Torrington’s Data Privacy Policy.

Right to monitor, investigate and prosecute.

Torrington may investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. Torrington may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. Torrington may monitor your access or use of the Website for the purpose of operating the Website, to ensure your compliance with this Agreement or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental authority.

Amendments.

Torrington may amend this Agreement or any section of this Agreement, in whole or in part, at any time. In case of material changes to this Agreement, Torrington will inform you of such change by posting a notice on the Website informing you of such amendment, or by any other reasonable means elected by Torrington. Your continued use of the Website after such changes will indicate your acceptance of such changes. Refusing an amendment entails the termination of this Agreement, the automatic deactivation of your Account and denial of access to the Service.

General Provisions.

This Agreement shall be governed by and construed by the laws of the state of Delaware, United States of America. The Parties hereby irrevocably submit and attorn to the exclusive jurisdiction of the Courts of the state of Delware. This Agreement is the entire and exclusive agreement between Torrington and you regarding Website, and this Agreement supersedes and replaces any prior agreements between Torrington and you regarding the Website. If a particular provision of this Agreement is held to be invalid by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement and shall not affect the validity of this Agreement as a whole. You may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of Torrington, which consent is within Torrington’s sole discretion. No assignment or delegation by you shall relieve or release you from any of your obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the parties and their respective successors and assignees. Torrington shall be allowed to assign this Agreement to any third party without requiring your consent. Nothing in this Agreement shall constitute a partnership or joint venture between you and Torrington. If a particular provision of this Agreement is held to be invalid by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement and shall not affect the validity of this Agreement as a whole.

Contact.

If you have any concern, question, or complaint regarding this Agreement, please contact Torrington at:

Torrington Inc.

3705 Place Java, suite 160

Brossard, Quebec, Canada, J4Y0E4

sales@torrington-machinery.com

The current agreement’s last update was on October 3, 2023.

© Torrington 2023