These terms and conditions of use, together with all documents they expressly incorporate by reference (collectively, the “Terms”) represent a binding agreement between you (“User” or “you”) and us. These Terms govern your use of all GMS-company websites, including www.gms.com, as well as any associated client portal (collectively, the “Sites”). By accessing this Sites, you agree to be bound by these Terms, and further agree that you are responsible for compliance with any applicable laws and regulations, including any local laws. If you do not agree with any of these Terms, you are prohibited from using or accessing this Sites.
The data, information, and materials on the Sites, including but not limited to text, graphics, logos, icons, images, information and software (the “Content”), is the property of GMS or the suppliers and licensors thereof and is protected by U.S. and international copyright laws. GMS and its suppliers or licensors retain all proprietary rights to the Content. You may use the Content to access information, use the Sites, and for other uses consistent with these Terms. The Content may not be reproduced, transmitted or distributed without the prior written consent of GMS.
2. Use License
GMS grants you permission to temporarily download one copy of the Content on GMS's Sites for your personal, non-commercial viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
- Modify, copy (whether by printing off onto paper, storing on disk, downloading or in any other way), distribute (including distributing copies), broadcast, alter or tamper with in any way or otherwise use the Content contained on the Sites, whether in whole or in part (except as set forth herein);
- use the Content for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software, source code, or any other aspect of GMS's Sites;
- remove any copyright, trademark, or other proprietary notations from the Content or the Sites;
- transfer the Content to another person or "mirror" the Content on any other server;
- frame or utilize framing techniques to enclose the Content;
- use any meta tags or any other “hidden text” utilizing GMS' or its affiliates’ names or any of their trademarks, service marks, trade names, logos and graphics;
- access or use the Sites or its Contents for purposes of building a competitive product or service; providing a product using similar ideas, functions, or graphics; copying any proprietary features or graphics from the Sites; or for any other purposes that would be to GMS’s disadvantage;
- access or use the Sites to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
- bypass or breach any security device or protection used by the Sites or the Content or access or use the Sites or Content other than through the use of your own then valid access credentials;
- input, upload, transmit, or otherwise provide to or through the Sites any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, viruses, worms, time bombs, Trojan horses or other harmful or malicious computer code, files, scripts, agents, or programs;
- damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Sites, the Content, GMS’s computing systems or GMS’s provision of solutions to any third party, in whole or in part;
- scrape or data-mine the Sites or the Content (including through the use of any robot, spider or other automated device); or
- otherwise access or use the Sites or the Content beyond the scope of authorization granted under these Terms.
This license may be terminated by GMS at any time in its sole discretion and shall automatically terminate if you violate any of these restrictions. Upon terminating your viewing of these Contents or upon the termination of this license, you must destroy any downloaded Content in your possession whether in electronic or printed format.
YOUR USE OF THE SITESS IS AT YOUR SOLE RISK. THE MATERIALS ON THE SITES ARE PROVIDED ON AN "AS IS," “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. GMS AND ITS LICENSORS MAKE NO REPRESENTATION, GUARANTY, OR WARRANTY (WHETHER EXPRESSED OR IMPLIED) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SITES OR ANY CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND COURSE OF PERFORMANCE, ARE HEREBY SPECIFICALLY DISCLAIMED.
In no event shall GMS or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the Content on the Sites, even if GMS or a GMS authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
By using the GMS Web Sites, you agree to indemnify, hold harmless, and, at GMS’s request, defend GMS and its officers, directors, members, managers, employees, agents, affiliates, suppliers, licensors, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, and all costs, debts, and expenses of defense, including but not limited to, reasonable attorneys' fees and costs, resulting directly or indirectly from or arising out of a) any User data or personal data you provide to the Sites (or that GMS gathers or collects on your behalf or that you create, generate, or process via the Sites); b) any violation of these Terms; c) your use and access of the Sites, Content, or third party materials; or d) any other claim by a third party that is based on your use of the Sites in violation of these Terms, in each case, except to the extent such claim, demand, damage, loss, liability, or expense arises from our sole negligence.
5. Revisions and Errata
GMS tries to ensure that all information provided as part of this Sites is correct at the time of inclusion on the Sites, but we do not guarantee the accuracy of such information. We are continually updating our product and service offerings and other information and Content available on the Sites. We may experience delays in updating information on the Sites and in our advertising on other websites. The Content and materials appearing on the Sites could include technical, typographical, or photographic errors or inaccuracies, and may not be complete or current. GMS does not warrant that any of the materials on the Sites are accurate, complete, or current. GMS may make changes to the materials contained on the Sites at any time without notice; however, GMS does not make any commitment to update the materials. GMS is not liable for any action you may take as a result of relying on such information or advice or for any loss or damage suffered by you as a result of your taking this action.
Our Sites may contain links to third party websites or services that are not owned or controlled by us. GMS has not reviewed all of the websites linked to the Sites and is not responsible for the contents of any such linked Sites. The inclusion of any link does not imply endorsement by GMS of the Sites. You understand that the additional services and/or products available through any of these websites are offered and made available by a third party, and not by GMS, and as such, may be used, edited, reproduced and distributed by such third party outside the scope of these Terms and without our knowledge, endorsement, or control. It is your responsibility to decide whether any services and/or products available through any of these websites are suitable for your purposes. Use of any such linked websites is at your own risk. GMS is not responsible for the owners or operates of these websites or for any goods or services they supply or for other terms or representations in relation to any of these or accept any liability in relation to any of these (including any liability arising out of any claim that the content of any external websites to which this Sites includes a link infringes the intellectual property rights of any third party). The use of third party websites is subject to the terms and condition of the third party provider. GMS IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PARTY FOR ANY THIRD PARTY WEBSITESS’ MATERIALS OR ANY USE THEREOF BY YOU OR ANY OTHER USER.
We may terminate, suspend, and/or bar your access to the Sites immediately, without prior notice or liability, at our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, provisions regarding ownership, warranty disclaimers, termination, indemnity, limitations of liability, governing law, and those falling under the “Miscellaneous” heading.
GMS may revise or replace these Terms for the Sites at any time without notice. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes material change will be determined at our sole discretion.
By using this Sites you are agreeing to be bound by the then-current version of these Terms and Conditions of Use. If you do not agree to the new terms, you are no longer authorized to use the Sites. Any revised terms and conditions and disclaimers shall supersede all previous versions.
9. Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict of law provisions. You consent to and submit to the jurisdiction of the applicable courts located in Atlanta, Georgia. You waive any defenses based on lack of personal jurisdiction or venue, or inconvenient forum.
10. Additional Terms
If you are a Business Partners or a professional visitor, your use of certain portions of the Sites shall be subject to additional Terms and Conditions for Sale, between you and GMS.
You acknowledge and agree that the Sites possesses a special, unique, and extraordinary character that would make it difficult to assess the monetary damages resulting from any unauthorized use, and that unauthorized use may cause immediate and irreparable damage to GMS or other Users for which GMS or such other Users would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to other legal and equitable rights and remedies available to GMS, GMS shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Sites, and supersede and replace any prior agreements we might have had between us regarding the Sites.