These terms of use apply for use of websites owned, operated or controlled by IVY Classic Industries, Inc. ("IVY Classic", "Company", "we", "us", or "our") or any of its Affiliates the website located at www.ivyclassic.com and its subsidiaries and affiliates (the "Site"). BY VISITING AND/OR USING THIS SITE IN ANY WAY, SUCH AS BROWSING PRODUCTS OR PLACING AN ORDER, YOU AGREE TO THESE TERMS AND CONDITIONS. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.

Change of Terms

IVY Classic may, at its sole discretion, revise or add new terms to these Terms of Use from time to time without notice to you. Such revisions and additions shall be deemed effective immediately upon notice, which we may give by any means, including, without limitation, by posting the revised Terms of Use on our Site. You are responsible for reviewing the Ivy Classic Site for any modifications to these Terms of Use that may affect your rights or obligations. Any change or modification will be effective immediately upon posting of the revisions on the Site. Any access or use by you of the Ivy Classic Site after changes to these Terms of Use will constitute your acceptance of the revised terms. If you do not agree to the amended terms, you must stop using the Site.

YOU MUST BE A REGISTERED BUSINESS WITH A VALID TAX ID NUMBER TO ORDER FROM THIS WEBSITE. This site is for those dealers and distributors setup with an IVY Classic account and we do not sell direct to the public.

Copyright

The entire content included in this site, including but not limited to text, graphics, databased, website design, photographs or code (collectively, the "Content") is copyrighted as a collective work under the United States and other copyright laws, and is the property of IVY Classic Industries, Inc. The collective work includes works that are licensed to IVY Classic Industries, Inc. Copyright 2012, IVY Classic Industries, Inc. ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with IVY Classic or purchasing IVY Classic products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with IVY Classic or to purchase IVY Classic products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by IVY Classic. You further agree not to change or delete any proprietary notices from materials downloaded from the site.

Trademarks

The following registered trademarks are the exclusive property of IVY Classic Industries, Inc.: IVY Classic®, IVY®, Cobalt Advantedge®, Diamond Plus®, Flex-Abrasive®, Hinge-Loc®, Impact Plus®, IVY Classic Laser Carbide®, Mega-Magnetic®, Power Pro Grip®, Rapid Reload®, Ripcross®, Swift Bore®, Swift Cut® and Swift Cut® Plus. All other trademarks are the property of their respective owners.

Limitation of Liability

IVY Classic shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if IVY Classic has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Information Accuracy

All information provided on the ivyclassic.com Website is subject to change without notice. Efforts have been made to make the ivyclassic.com Website information as accurate as possible, but due to the nature of the information as received from various suppliers, IVY Classic, Inc. does not warrant the accuracy of information contained on the Website.

Typographical Errors

In the event that an IVY Classic product is mistakenly listed at an incorrect price, IVY Classic reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. IVY Classic reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, IVY Classic shall issue a credit to your credit card account in the amount of the incorrect price.

Term; Termination

These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by IVY Classic without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.

Submissions

All remarks, suggestions, ideas, graphics or other information communicated to IVY Classic, Inc. through this site will forever be the property of IVY Classic, Inc. Unless otherwise specified, IVY Classic, Inc. will not be required to treat such information as confidential. IVY Classic, Inc. shall have exclusive ownership of all present future existing rights in the information with no compensation to the sending individual or group.

Notice

IVY Classic may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to IVY Classic.

Miscellaneous

Your use of this site shall be governed in all respects by the laws of The United States of America, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of IVY Classic products) shall be in the courts located in The United States of America. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of IVY Classic products) must be commenced within one (1) year after the claim or cause of action arises. IVY Classic's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. IVY Classic may assign its rights and duties under this Agreement to any party at any time without notice to you.

Use of Site

You agree that you will not provide access to your account to any other person outside your company. You are responsible for all orders made from your account. We make every effort to inform our customers of account activity.

User Representations

By using the Site, you represent and warrant that:

• all registration information you submit will be true, accurate, current, and complete;
• you will maintain the accuracy of such information and promptly update such registration information as necessary;
• you have the legal capacity and you agree to comply with these Terms of Use;
• you are not under the age of 13;
• if a minor, you have received parental permission to use the Site;
• you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
• you will not use the Site for any illegal or unauthorized purpose;
• your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available.

As a user of the Site, you agree not to:

• systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• use a buying agent or purchasing agent to make purchases on the Site.
• use the Site to advertise or offer to sell goods and services.
• circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
• engage in unauthorized framing of or linking to the Site.
• trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• make improper use of our support services or submit false reports of abuse or misconduct.
• engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
• attempt to impersonate another user or person or use the username of another user.
• sell or otherwise transfer your profile.
• use any information obtained from the Site in order to harass, abuse, or harm another person.
• use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
• decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
• attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
• harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
• delete the copyright or other proprietary rights notice from any Content.
• copy or adapt the Site's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
• upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
• except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
• disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
• use the Site in a manner inconsistent with any applicable laws or regulations.

Indemnification

You agree to indemnify, defend, and hold harmless IVY Classic, its officers, directors, employees, agents and licensors (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.

Third-Party Links

In an attempt to provide increased value to our visitors on where to buy our products, IVY Classic may link to sites operated by third parties. However, even if the third party is affiliated with IVY Classic, IVY Classic has no control over these linked sites, all of which have separate privacy and data collection practices, independent of IVY Classic. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, IVY Classic seeks to protect the integrity of its website and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).

Site Management and Alteration

We reserve the right, but not the obligation, to:

• monitor the Site for violations of these Terms of Use;
• take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities;
• otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

IVY Classic, Inc. may alter or update the information contained on the website for accuracy and to maintain current information as required and as deemed necessary by IVY Classic Industries, Inc. No permission is granted to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on the ivyclassic.com website.

We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

Claims Of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send IVY Classic a notice requesting that IVY Classic remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details.

Notices and counter-notices should be sent to:

IVY Classic Industries, Inc.
40 Plain Avenue
New Rochelle, NY 10801 USA

IVY Classic suggests that you consult your legal advisor before filing such a notice or counter-notice.

Electronic Communications, Transactions, And Signatures

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

California Proposition 65

California's Proposition 65 requires California consumers to be given special warnings for certain products. IVY Classic is providing the following short form warning for products requiring Proposition 65 warning labels on our products, on our website and in our upcoming catalog:

⚠️WARNING: Cancer and Reproductive Harm - www.P65Warnings.ca.gov

Contact Us

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

IVY Classic Industries, Inc.
40 Plain Avenue
New Rochelle, NY 10801 USA

Telephone:
914-632-8200

Fax:
914-632-6449

E-mail:
sales@ivyclassic.com