- Vendor Website. The website, vendor.finishline.com (the “Vendor Website”), is intended for vendors who intend to sell goods, tangible personal property and merchandise to JD Finish Line, Inc. (“JD Finish Line”) for resale by JD Finish Line. The Vendor Website is not intended for consumers.
- Changes to the Terms. JD Finish Line reserves the right to revise and update these Terms at any time in its sole discretion. All changes are effective immediately when JD Finish Line posts them and apply to all access to and use of the Vendor Website thereafter. Your continued use of the Vendor Website following the posting of revised Terms means that you accept and agree to the changes. You are responsible for checking the Terms frequently so you are aware of any changes, as they are binding on you.
- Access and Security. JD Finish Line reserves the right to withdraw or amend the Vendor Website, and any service, content or materials JD Finish Line provides on the Vendor Website, in its discretion without notice. JD Finish Line will not be liable if, for any reason, all or any part of the Vendor Website is unavailable at any time or for any period. JD Finish Line reserves the right to restrict access to some parts of the Vendor Website, or the entire Vendor Website, to registered users. To access the Vendor Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Vendor Website that all the information you provide on the Vendor Website is correct, current and complete. If you choose or are provided with a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not allow any third party to use your login information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you log off from your account at the end of each session. You may not access your account from a public or shared computer. You are solely responsible for all charges and data usage you incur through the use of the Vendor Website. JD Finish Line reserves the right to disable any username, password, or other identifiers, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms or as needed, in our opinion, to maintain the integrity and security of the Vendor Website.
- Intellectual Property Rights. The Vendor Website and its entire contents, features, and functionality are owned by JD Finish Line, its licensors or other service providers and are protected by U.S. and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You are granted a limited, revocable, non-sublicensable right to access the Vendor Website solely for your internal business purposes. You are further granted a limited, revocable, non-sublicensable right to print and download a reasonable amount of unaltered copies of materials on the Vendor Website for your non-commercial, internal and informational use only. JD Finish Line acknowledges and agrees that content and materials on the Vendor Website may be automatically, temporarily stored or cached in your incidental access to and use of the Vendor Website. Except as otherwise permitted herein and except where your use constitutes “fair use” under copyright law, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any content or materials on the Vendor Website.
- Prohibited Uses. You may use the Vendor Website only for lawful purposes and in accordance with these Terms. You agree not to use the Vendor Website: (a) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries); (b) to impersonate or attempt to impersonate another user or any other party; or (c) to engage in any other conduct that restricts or inhibits any other person or entity’s use of the Vendor Website or which, as determined by JD Finish Line, may harm JD Finish Line or users of the Vendor Website or expose them to liability. Without limiting the foregoing, you agree not to: (i) use the Vendor Website in any manner that could disable, overburden, damage or impair the Vendor Website or interfere with any other party’s use of the Vendor Website, including their ability to engage in real time activities through the Vendor Website; (ii) use any automatic device, process or means to access the Vendor Website for any purpose, including monitoring or copying any of the content or materials on the Vendor Website (except as otherwise permitted herein); (iii) use any device, software or routine that interferes with the proper working of the Vendor Website; (iv) introduce any viruses, worms, logic bombs or other material that is malicious or technologically harmful; (v) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Vendor Website, the server on which the Vendor Website is stored, or any server, computer or database connected to the Vendor Website; (vi) otherwise attempt to interfere with the proper working of the Vendor Website.
- Monitoring and Enforcement; Termination. JD Finish Line reserves the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Vendor Website and terminate or suspend your access to all or part of the Vendor Website for any or no reason, including without limitation, any violation of these Terms. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone accessing or using the Vendor Website. YOU WAIVE AND HOLD HARMLESS JD FINISH LINE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY JD FINISH LINE DURING OR TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY ANY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
- Links from the Website. If the Vendor Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. JD Finish Line has no control over the contents of these sites or resources and accepts 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 sites or resources linked to or from the Vendor Website, you do so entirely at your own risk and subject to the terms and conditions of use for such sites and resources. JD Finish Line shall not be obligated to correct or update the Vendor Website or its links and shall not be liable in any way for link availability, content, omissions, typographical errors, outdated information, or viruses.
- Disclaimer of Warranties. THE VENDOR WEBSITE, CONTENT OF THE VENDOR WEBSITE AND ANY LINKS PROVIDED IN THE VENDOR WEBSITE ARE PROVIDED ON AN “AS IS” BASIS AND TO THE FULLEST EXTENT PROVIDED BY LAW, JD FINISH LINE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE VENDOR WEBSITE IS AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS THAT ARISE OUT OF ITS USE. NEITHER JD FINISH LINE NOR ANY OF ITS AFFILIATES, LICENSORS OR SERVICE PROVIDERS (OR ANY OF THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES) SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ATTORNEYS’ FEES ARISING OUT OF YOUR ACCESS AND/OR USE OF THE VENDOR WEBSITE OR YOUR INABILITY TO GAIN ACCESS TO OR USE THE VENDOR WEBSITE, EVEN IF YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE. THIS SECTION DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Indemnification. You agree to defend, indemnify and hold harmless JD Finish Line and its affiliates, licensors and service providers (and each of their respective owners, directors, officers, employees, agents and representatives) from and against any and all 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, your access and/or use of the Vendor Website, your use of any information obtained from the Vendor Website, the negligence or intentional misconduct of you or any of your agents and any compromise of the content of the Vendor Website or any unauthorized access to or use of the Vendor Website.
- Release. You release JD Finish Line and its affiliates, licensors and service providers (and each of their respective owners, directors, officers, employees, agents and representatives) from any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) which you may now or in the future have, arising out of or relating to your use, or inability to use, the Vendor Website, including any compensatory, direct, indirect, exemplary, punitive, incidental and consequential damages, even if you were advised of the possibility of such damages or such damages were foreseeable. This Section does not affect any liability that cannot be excluded or limited under applicable law.
- Governing Law and Jurisdiction. All matters relating to the Vendor Website and these Terms, and any dispute arising therefrom, 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). Any legal suit, action or proceeding arising out of, or related to, the Vendor Website or these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of Indiana located in the City of Indianapolis and County of Marion, although JD Finish Line reserves the right to bring any suit, action or proceeding against you for breach of the Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- Limitation on Time to File Claims. SUBJECT TO THESE TERMS, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF RELATING TO THE VENDOR WEBSITE OR THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- Waiver and Severability. A waiver by JD Finish Line of any term or condition set out by these Terms shall be effective only if in writing signed by a duly authorized representative of JD Finish Line. No waiver by JD Finish Line of any term or condition set out by these Terms 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 JD Finish Line to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be limited to the minimum extent and such that the remaining provisions of the Terms will continue in full force and effect.
- Entire Agreement. The Terms constitute the sole and entire agreement between you and JD Finish Line regarding your access to and use of the Vendor Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding the Vendor Website.