Delivering for Best-in-Class Wholesaler-Distributors

1.0 Acceptance Of Terms
The National Association of Wholesaler-Distributors (“NAW”) provides this website service, AskNAW, subject to the following Terms of Use (“TOU”), which may be revised by NAW from time to time. The Terms of Use govern both the company accessing AskNAW, and their representatives, affiliates, and all other users (whether or not registered) granted access to AskNAW (collectively referred to hereafter as User). In consideration of the access to and use of AskNAW, User agrees to these Terms of Use.

2.0 Description Of Service
AskNAW provides Users and with access to a rich collection of resources, including, various communications tools, forums, file areas, and content through its online interface (the “Service”). Any mention of a product or service on the Service does not constitute a recommendation or endorsement by NAW.

3.0 User Obligations
In consideration of use of the Service, User agrees to the best of their abilities to: (a) comply with the Terms of Use, (b) provide current and complete information about themselves, their organization and its users as requested by NAW (such information being the “Registration Data”) and (c) maintain and update the Registration Data to keep it current and complete.

4.0 User Account, Password And Security
User will receive a username and password as part of the Service’s registration process. User is responsible for maintaining the confidentiality of the password and account, and is responsible for all activities that occur under such password or account. User agrees to (a) immediately notify NAW of any unauthorized use of User’s password or account or any other breach of security, and (b) ensure that User exits from its account at the end of each session.

5.0 User Conduct
User understands that all information, data, text, software, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that the User, and not NAW or its representatives, is responsible for all Content that it uploads, posts, emails, transmits or otherwise makes available via the Service. NAW and its representatives do not guarantee the accuracy, integrity, quality or completeness of such Content and reserve the right to review Content for posting on AskNAW and take such action as it deems appropriate.

User agrees to not use the Service to:
5.1 upload, post, email, transmit or otherwise make available any Content that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable;

5.2 harm minors in any way;

5.3 impersonate any person or entity, including, or falsely state or otherwise misrepresent its affiliation with a person or entity;

5.4 forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

5.5 upload, post, email, transmit or otherwise make available any Content that User does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

5.6 upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;

5.7 upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”;

5.8 upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

5.9 disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

5.10 interfere with or disrupt the Service or servers or networks connected to the Service;

5.11 intentionally violate any applicable local, state, national or international law, including, but not limited to, antitrust and competition laws, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any foreign, national or other securities exchange, and any regulations having the force of law;

5.12 “stalk” or otherwise harass another; or

5.13 collect or store personal data about other users. NAW in its sole discretion shall have the right to remove any Content at any time.

6.0 Indemnity
User agrees to indemnify and hold NAW, its subsidiaries, affiliates, directors, officers, agents and employees, harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Content User submits, posts, transmits or makes available through the Service or a breach of the TOU by User. The TOU shall be governed by the laws of the State of Illinois and the United States of America. User agrees that the sole and exclusive jurisdiction and venue for any actions arising from or related to the TOU or a claim for breach by User of the obligations in the TOU shall be a federal or state court in the State of Illinois located in Cook County.

7.0 Proprietary Rights
User acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information of NAW that is protected by applicable intellectual property and other laws. User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the software, in whole or in part.

8.0 Disclaimer Of Warranties

User Expressly Understands And Agrees That:
8.1 User’s use of the service is at user’s sole risk. The service is provided on an “as Is” and “as available” basis. NAW and Its representatives expressly disclaim all warranties of any kind, whether express or Implied, Including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

8.2 NAW and Its representatives make no warranty that (A) the service and Information received through the service will meet user’s requirements, (B) the service will be uninterrupted, timely, secure, error-free, or virus-free, and (C) any Information that may be obtained from the use of the service will be accurate, complete or reliable.

8.3 Any material downloaded, viewed or otherwise obtained through the use of the service is done at user’s own discretion and risk and that user will be solely responsible for any damage that results from the download, viewing or use of any such material.

9.0 Financial Matters
No Content included in the Service is intended for trading or investing purposes. NAW and it representatives shall not be responsible or liable for any trading or investment decisions made based on the Content included in the Service.

10.0 Trademarks And Logos.
All trademarks, service marks, trade names, acronyms or other words or symbols (“Marks”) identifying NAW will remain NAW’s exclusive property.

11.0 Copyrights And Copyright Agents
NAW respects the intellectual property of others, and requires Users to do the same. If User believes that its work has been copied in a way that constitutes copyright infringement, or its intellectual property rights have been otherwise violated, please contact NAW. Upon receipt of required information, NAW, at its sole discretion, may perform an investigation and may take appropriate action.

12.0 General Information
The TOU constitute the entire agreement between User and NAW concerning your use of the Service, superseding any prior agreements between you and NAW and its representatives.

13.0 Termination
NAW reserves the right to terminate User’s access to AskNAW and Service at any time. User’s obligations incurred prior to termination shall survive termination.

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