Effective Date: 03/10/2023

These Terms of Service (“Terms”) govern your use of Chief Automation LLC (“Chief Automation”) website http://www.chiefautomation.com, along with the features, functionalities, applications, and browser extensions (the “Website”) and the services available through the Website, including without limitation, purchasing products through the Website (the “Services”). By accessing or using the Website or Services in any way, you agree to read, comply with, and be legally bound by: (1) these Terms; (2) the Warranty & Returns Policy; (3) Sales Terms and Conditions; (4) the Product Conditions Policy; and (5) any additional terms and conditions, agreements, or policies published on the Website or otherwise applicable to your use of the Website or Services, excluding the Privacy Policy, (the “Rules”). These Terms, the Warranty & Returns Policy, the Product Conditions Policy, and the Rules are collectively referred to in these Terms as the “Agreements.”

Please read these Terms carefully before accessing or using our Website or Services. By accessing or using our Website or Services, you agree to be legally bound by these Terms. If you do not agree to all the terms and conditions of these Terms, then you may not access or use our Website or Services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

1. AUTHORIZATION

1.  Requirements. Without limiting anything set forth in the Agreements, by accessing or using our Website or Services, you represent to us that: (1) you are at least 18 years old; (2) you are legally able to enter into contracts; (3) you are not a person barred from accessing or using our Website or Services under federal, state, local or other laws; and (4) you have not previously been suspended or prohibited from accessing or using our Website or Services for any reason.
2.  Authorization. Subject to the terms and conditions of these Terms, Chief Automation hereby grants you a non-exclusive, non-transferable right to access and use the Website.
3.  Our Rights. We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without liability to you or any third party:

1. change or terminate all or any part of our Website or Services;
2. restrict or terminate your access to all or any part of our Website or Services;
3. refuse, move, or remove anything that is available on our Website; or
4. deny access to our Website or Services to anyone at anytime in our sole and absolute discretion.

4.  Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local, and other laws) and the Agreements when accessing or using our Website or Services. Without limiting the foregoing, by accessing or using our Website or Services, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list or prohibited or restricted parties. If you access or use our Website outside the United States, you are solely responsible for ensuring that your access to and use of the Website and Services in such country, territory, or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation to, in our sole discretion, monitor where our Website is accessed from, and the right, but not the obligation, to block or otherwise restrict access to our Website, in whole or in part, from any geographic location.

2. USE OF THE WEBSITE

1.  Acceptable Use. You are only allowed to access and use our Website for its intended purposes, as determined by us in our sole discretion. You shall not use or access our Website other than as set forth in these Terms and you shall not access or use the Website to engage in commercial activity except as expressly permitted under the Agreements. Further you must not engage in the following “Prohibited Activities”:

1.  You are prohibited from using the Website (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or of any related website; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website or any related website.
2.  You are also prohibited from (a) copying our Website; (b) accessing or using our Website in a service bureau or time-sharing environment (including, without limitation, accessing our Website to provide third parties a service consisting solely of the collection and entry of data and other information on our Website); (c) creating any derivative works based on our Website; (d) modifying, obscuring, or removing any proprietary notices on our Website or copies thereof; and (e) harassing, annoying, intimidating or threatening any of our employees or agents engaged in providing any portion of our Services to you.

2.  Links to Third Party Websites. Our Website may include links to other websites (e.g., sponsors’ and/or advertisers’ websites) or services solely as a convenience to you. You understand and agree that we are not responsible for the availability of such external sites or resources and that we do not endorse and are not responsible or liable for any such linked sites or other information, material, products or services contained on other linked sites or accessible through other linked sites. Your access to and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at your own risk.
3. Ownership

1.  Chief Automation IP. You acknowledge that, as between you and Chief Automation, Chief Automation owns all right, title, and interest, including all intellectual property rights, in and to the Website.
2.  Reservation of Rights. Chief Automation reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Website or any and all intellectual property provided you or any third party in connection with the foregoing.

4.  Mistakes or Errors. You acknowledge and agree that under no circumstances will we be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Website or Services.

3. ACCOUNTS AND USER CONTENT

1. Accounts.

1. Each account is personal in nature and may only be used by the user assigned to the account. Thus, you will not allow any third party to access or use your account, unless otherwise provided in these Terms.
2. You are responsible for maintaining the confidentiality and security of your account;
3. You will keep your password confidential and will be responsible for all use of your password and your account;
4. You agree to change any account name or password if the password is lost, stolen, or otherwise compromised and to immediately notify us of such an incident.
5. You authorize Chief Automation to access your account, including your data as necessary to administer, operate, or configure the services.

2.  Personal Information. By accessing the Website or submitting information through the Website, we may collect and use information as described in the Privacy Policy, available at https://chiefautomation.com/pages/privacy-policy, which may be updated from time to time.
3.  Feedback. By submitting ideas, suggestions, documents, proposals, products, and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
4.  User Content. Our Website may provide users with the ability to add, create, upload, submit, distribute, or share content on or through our Website (collectively, “User Content”). If you provide any User Content, you acknowledge that we (i) shall have the right to reproduce, translate, encode, publish, use and distribute any and all of your content to the extent necessary to provide and operate the Website; (ii) shall have the right to aggregate any and all of your content and to use such aggregated data for any lawful purpose, including, without limitation, improving the Website; and (iii) are not responsible or in any way liable for any corruption, misdelivery or other loss of any of your content.  

4.  ERRORS, INACCURACIES AND OMISSIONS 

1.  Accuracy. We are not responsible if information made available on this site is not accurate, complete or current. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
2.  Errors. Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

5. PRODUCTS AND ORDERS

1. Prices for our products are subject to change without notice. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
2.  Certain products or Services may be available exclusively online through the Website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy available at https://chiefautomation.com/pages/returns-and-exchanges.
3. We have made every effort to display as accurately as possible the colors and images of our products that appear on our Website. We cannot guarantee that your computer monitor's display of any color will be accurate.
4. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products are subject to change at anytime without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this Website is void where prohibited.
5. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
6. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

6. INDEPENDENT DISTRIBUTOR

1.  Not an Authorized Distributor. Chief Automation is an independent distributor of used, refurbished, and surplus industrial automation products and equipment. We are not an authorized distributor for, or representative of, the manufacturers listed on the Website, except Toshiba. We have established our own relationships with end users, independent distributors, auction houses, asset recovery companies, and independent contractors and procure our equipment through such sources. We do not make any claims as to any quality control measures applied to any products listed on this Website – these products may vary as to their country of origin, including accessories, packaging, and other material related to the product. Manufacturers may not provide technical assistance.
2.  No Software Licenses. Chief Automation sells hardware products only and does not resell software licenses. Some hardware products may contain software and may not be legally operated without first purchasing a proper software license from the manufacturer of such products.
3.  No Manufacturer’s Warranty. Manufacturer’s warranties are void and do not apply to our products. You must check the manufacturer’s website for further information. All listed manufacturer’s logos, trademarks, or service marks are the property of their respective owners.

7. PAYMENTS

1.  Updated Information. You agree to provide current, complete and accurate purchase and account information for all purchases made through our Website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
2.  Payments. Purchases of products or services made through the Services must be made by credit or debit card, by using PayPal or Venmo, or by wire transfer. Information about our collection and use of payment-related information is described in our Privacy Policy. Payments are processed by our PCI-compliant third-party payment processor.  If the credit or debit card information that you submit is incorrect or invalid, your payment will not be processed. We have no responsibility or liability if your credit or debit card is declined by your financial institution.
3.  Credit. If you are a company, you may be eligible to purchase products via the Services on a 30-day credit. To do so, you must request an application from us, submit a complete application, and be approved by us.

8. RESALE.

1.  Incorporation of Products Purchased. If you incorporate any product purchased through the Website into a new product for resale or use such products as part of a service offering, you must explicitly inform the subsequent purchaser of the Agreements and our various online notices, including without limitation, our disclaimer of manufacturer’s warranties.

9. DISCLAIMERS

1. Disclaimers of Warranties

1. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT. CHIEF AUTOMATION MAKES NO WARRANTY OF ANY KIND THAT THE WEBSITE, OR ANY OF THE RESULTS FROM THE USE THEREOF, WILL MEET YOUR OR ANY THIRD PARTY’S, REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES OR BE SECURE, ACCURATE, COMPLETE, OR ERROR-FREE.
2. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENTS, INCLUDING WITHOUT LIMITATION THE WARRANTY AND RETURN POLICY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. CHIEF AUTOMATION EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE.

2. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CHIEF AUTOMATION, ITS AFFILIATES, OR OTHER THIRD PARTIES SHALL CREATE A WARRANTY OF ANY KIND OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY GRANTED HEREIN.
3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

10. INDEMNIFICATION

1.  Agreement to Indemnify. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS CHIEF AUTOMATION AND OUR PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, SUPPLIERS, INTERNS AND EMPLOYEES (“RELEASED PARTIES”), HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THESE TERMS OR THE AGREEMENTS, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD-PARTY. WE RESERVE, AND YOU GRANT TO US, THE EXCLUSIVE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.
2.  Additional Remedies. The Released Parties reserve the right to seek all remedies available at law and in equity for your violation of the Agreements, including the right to block access from a particular Internet address to our Website and report misuses to law enforcement.

11. LIMITATION OF LIABILITY

1.  Maximum Liability. WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO AND USE OF OUR WEBSITE AND SERVICES SHALL BE THE AMOUNT EQUAL TO THE TOTAL COST OF ANY PURCHASES OF CHIEF AUTOMATION PRODUCTS YOU MADE USING OUR WEBSITE IN THE LAST SIX MONTHS OR $100, WHICHEVER IS GREATER.
2.  No Liability. IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (I) FOR ANY INJURY, LOSS, CLAIM, OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, SAVINGS, DATA, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; OR (IV) COST OF REPLACEMENT GOODS OR SERVICES.
3.  Applicability of Limitations. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
4.  Notice to California Residents. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

12. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

1.  Chief Automation Policy. Chief Automation respects the intellectual property rights of others. We will remove any user content or other materials from the Website in accordance with the Digital Millennium Copyright Act (“DMCA”) upon receipt of proper notices that such content or materials infringe a third party’s copyright.
2.  Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any user submission or other content on the Website infringes upon your copyrights, you may submit a notification pursuant to the DMCA to the address provided below. Such notification must contain the following:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. 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;
4. information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic email address;
5. a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Chief Automation may disclose DMCA notices to affected users and third-party databases that collect information about copyright takedown notices.

3.  Address for Notices.  DMCA notices notifications may be sent to our designated agent, Christian Miller at the following addresses:

1.  By email to: policies@chiefautomation.com
2. By mail to:       
   Chief Automation
   223 S. West St.
   Suite 900
   Raleigh, NC 27603

14. MISCELLANEOUS

1.  Governing Law.  All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of North Carolina.
2.  Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of North Carolina in each case located in the City of Raleigh and County of Wake, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
3.  Conflicts. Where applicable, in the event of any conflict or inconsistency between the provisions of (i) Warranty & Returns Policy; (ii) the Product Conditions Policy; (iii) Sales Terms and Conditions; (iv) these Terms; or (v) the Rules, the governing order of precedence shall be in the priority listed in this sentence.  
4.  Waiver of Trial by Jury.   EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF^[a] OR RELATING TO THESE TERMS.  
5.  Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
6.  Survival. The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of the regarding indemnity and limitations of liability, shall survive the termination or cancellation of these Terms.
7.  Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, any warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
8.  Changes. We may update, change or replace any part of these Terms from time-to-time by posting updates and/or changes to our Website. You can review the most current version of these Terms at any time on this page. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes.
9.  Entire Agreement. These Terms and the Agreements constitute the entire agreement and understanding between you and us and govern your use of the Website and Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).
10.  Ambiguity. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
11.  Headings. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

14.  CONTACT INFORMATION
    Questions about the Terms should be sent to us at policies@chiefautomation.com.

END OF THESE TERMS