THESE TERMS OF SERVICE (the “Terms of Service”) are effective as of the first date on which the person on behalf of the entity such person represents (the “Customer”) indicates its acceptance of these Terms of Service by clicking the “I ACCEPT” button below (the “Effective Date”). These Terms of Service shall be a binding agreement between Customer and Anthony, Inc. (“Company”) (each a “Party” and collectively, the “Parties”). These Terms of Service govern the Parties’ rights and obligations with respect to the provision and access of those certain web-based services (the “Service”) offered by Company on and through its website (the “Site”) for use by Customer in connection with Customer’s input of specifications of desired products for use by Company so that Company may generate, display and deliver customized pricing estimates based on such data prior to entering into an agreement for the sale of goods by Company to Customer (the “Purpose”). Customer acknowledges that it has read these Terms of Service carefully before accessing or using the Site or the Service. By clicking the “I ACCEPT” button below, Customer agrees to be bound by the terms and conditions set forth in these Terms of Service.

1. SERVICE AND SITE DELIVERABLES. Subject to Customer’s continued compliance with these Terms of Service, and in consideration of Company granting access to Customer to the Site and Service in accordance with the terms hereof, Company grants to Customer, and Customer hereby accepts, pursuant to the terms and conditions set forth herein, a non-exclusive, non-transferable, non-sublicensable right and subscription to use and access the Service through the Site, solely in connection with the Purpose. The rights granted by Company to Customer for the Service are personal to Customer, allow Customer to use and access the Service and any Site Deliverables (as defined below) generated through the Service, for its own use, on its own computer or mobile device, and strictly for the Purpose, and except as otherwise provided herein, these subscription rights may not be shared by more than one individual or assigned to new users. As part of the Service, Company may generate pricing estimates or other deliverables (collectively, the “Site Deliverables”). While Company makes extensive efforts to present accurate and up to date Site Deliverables, Customer acknowledges that such Site Deliverables may be inaccurate, incomplete, unreliable or out of date. Company makes no representations or warranties as to the Site Deliverables. In particular, any pricing estimates are simply estimates, and any pricing estimate provided through the Site or in a Site Deliverable is subject to Company’s review and shall not be final and binding on Company. Company shall be under no obligation to provide goods or services at an estimated price until Company has accepted a purchase order issued by Customer to Company in accordance with Company’s [Terms and Conditions for Sale of Goods], which are incorporated herein by reference [web address to view these?]. Company is not responsible for any damages arising out of Customer’s use of or reliance on the Site Deliverables, Service or Site.

2. REGISTRATION. Prior to Customer being able to access the Service, Customer will be required to register for the Service on the Site. As part of the registration process, Customer will be required to provide certain information, and will be awarded a username and password. Customer shall remain responsible for maintaining the security of its account, including its username and password, and shall not disclose it to any third party except as authorized herein. Company will not be responsible or liable for any loss or damage caused by Customer’s failure to comply with its security obligation. Customer remains responsible for all activity occurring under its accounts, and shall notify Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security.

3. OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIALITY.

3.1 Customer acknowledges that Company is the sole owner of all right, title and interest in and to any and all rights in the Service, the Site and Site Deliverables, in any form whatsoever.

3.2 During the Term, Company may provide the Customer with certain confidential and proprietary information (“Confidential Information”). Confidential Information includes, but is not limited to, pricing estimates and all other pricing information, the Site Deliverables, all code, inventions, techniques, algorithms, know-how and ideas, all business, financial and technical trade secrets, and any information which is marked “Confidential” or is considered confidential by Company. However, “Confidential Information” will not include information that (a) is publicly known at the time of its disclosure or becomes publicly known thereafter through no fault of the Customer; (b) is lawfully received by the Customer from a third party not under an obligation of confidentiality to the Company, (c) is published or otherwise made known to the public by the Company, or (d) was generated independently by the Customer before disclosure by the Company. The Customer will refrain from using the Company’s Confidential Information for any use other than the Purpose. The Customer will likewise restrict its disclosure of the Company’s Confidential Information to those who have an absolute need to know such Confidential Information in connection with the Purpose.

4. TERM AND TERMINATION.

4.1 These Terms of Service shall become effective as of the Effective Date and shall continue in effect until terminated by either Party in accordance with this Section 4.1 (the “Term”). Customer, as the account owner, is responsible for cancelling its account and may cancel the account by submitting a written request for such cancellation to Company. Company reserves the right at any time to (a) modify or discontinue, temporarily or permanently, the Service at any time; and (b) refuse any/all current and future use of the Service, suspend or terminate Customer’s account or any part thereof (or Customer’s use of the Service or Site), and remove and discard any of Customer’s content at any time. Company will use reasonable efforts to contact Customer directly via email to warn Customer prior to suspension or termination of its account.

5. LIMITATION OF LIABILITY; NO WARRANTY.

5.1 EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY OF THE LIMITED REMEDIES OF THIS AGREEMENT FAIL TO FULFILL ITS ESSENTIAL PURPOSE. COMPANY SHALL NOT BE LIABLE TO CUSTOMER FOR ANY BREACH OF SECURITY ON THE SITE, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES UNDER THESE TERMS OF SERVICE CLAIMED BY CUSTOMER OR ANY THIRD PARTY ARISING FROM CUSTOMER’S USE OR RELIANCE ON THE SITE, SERVICE OR SITE DELIVERABLES.

5.2 THE SERVICE, SITE DELIVERABLES, SITE, ANY INTELLECTUAL PROPERTY AND ANY RELATED PRODUCTS AND SERVICES ARE SUPPLIED TO CUSTOMER “AS IS.” COMPANY GIVES NO WARRANTIES, EXPRESS OR IMPLIED, RELATED THERETO, EXCEPT AS EXPRESSLY PROVIDED HEREIN. COMPANY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR SITE, INCLUDING THE SITE DELIVERABLES, ARE ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK.

6. GENERAL INFORMATION.

6.1 These Terms of Service shall be governed in all respects by the laws of the State of Illinois, without regard to conflict of law provisions. Customer agrees that any claim or dispute it may have against Company relating to these Terms of Service must be resolved by a court located in Cook County, Illinois. Customer agrees to submit to the personal jurisdiction of the courts located within Cook County, Illinois, for the purpose of litigating all such claims or disputes.

6.2 Customer shall comply with all applicable laws, rules and regulations with respect to the performance of its obligations hereunder and otherwise with respect to its access and use of the Site and Service, including all applicable laws regarding the transmission of technical data exported from the United States or the country in which Customer resides.

6.3 The terms that, either expressly survive the termination of this Agreement or by their nature will not fully be performed during the Term, including but not limited to Sections 3.1, 3.2, 5, 6.1 and this Section 6.3, shall survive the termination or expiration of this Agreement.

7.

7.1 All prices on this web site are subject to change without notice. At Anthony Inc., we make every effort to provide you the most accurate, up-to-date information, but occasionally, one or more items on our web site may be mispriced. In the event a product is listed at an incorrect price due to typographical, photographic, or technical error, Anthony, Inc. shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. If an item's correct price is lower than our stated price, we will charge the lower amount and ship you the item. If an item's correct price is higher than our stated price, we will cancel your order/quote and notify you of the price error and order/quote cancellation. You will, of course, have an opportunity to purchase the item at the correct price, if you so wish.

CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS OF SERVICE, UNDERSTANDS THEM AND WILL BE BOUND BY THE PROVISIONS CONTAINED HEREIN. CUSTOMER FURTHER ACKNOWLEDGES THAT THESE TERMS OF SERVICE MAY NOT BE AMENDED BY CUSTOMER WITHOUT THE EXPRESS WRITTEN CONSENT OF COMPANY.