Terms and Condition

CECO Customer Portal Terms & Conditions

Acceptance of these Terms & Conditions

CECO Environmental Corp. (“CECO”) provides access to and use of https://www.cecoenviro.com/ (“Website”), including any content, functionality, and services offered by CECO on or through this CECO Customer portal (CECODIRECT.com) (the “Customer Portal”) to its Distributors who have registered to use the Customer Portal. “Distributors” shall mean a distributor who has entered into a separate written agreement with CECO for the sale of certain goods and services. The Customer Portal is subject to these Customer Portal Terms and Conditions (these “Terms & Conditions”) and any reference herein to “You” or “Your” is a reference to Distributor and any individual authorized by a CECO Distributor to bind the Distributor to these Terms & Conditions.

You acknowledge and agree that You have carefully read these Terms & Conditions. You should only register, access, and use the Customer Portal if You have been authorized by or on behalf of a Distributor to do so. By using the Customer Portal, or by clicking to agree or accept these Terms & Conditions upon initial registration to access the Customer Portal, You and Distributor are accepting, and agreeing to bound by, these Terms & Conditions, and the CECO Privacy Policy, located at https://www.cecoenviro.com/privacy-policy and incorporated herein by this reference. If You do not want to agree to these Terms & Conditions or the CECO Privacy Policy, You must not register, access, or use the Customer Portal. To the extent CECO collects personally identifiable information or data (“PII”) about You arising from your use of this Customer Portal such PII is subject to the CECO Privacy Policy. By using this Customer Portal, You consent to all actions taken by CECO with respect to Your information in compliance with the CECO Privacy Policy.

The Customer Portal is intended by CECO to be a primary resource to provide and manage distributor account information, including but not limited to, product and parts information, placing orders, order history, invoicing history, shipping details, and contact information. You understand that Your use of and access to the content made available to You within the Customer Portal does not and will not alter or amend the terms and conditions of any currently existing distributor agreement between Distributor and CECO (“Existing Distributor Agreement”). Your Existing Distributor Agreement is hereby incorporated into this Agreement by this reference. To the extent of any conflict or inconsistency between a provision of these Terms & Conditions and a provision of Your Existing Distributor Agreement, the provision of these Terms & Conditions shall govern and control.

Changes to these Terms & Conditions or the Customer Portal

CECO reserves the right to modify or update these Terms & Conditions from time to time without notice to You in our sole and absolute discretion. All modifications or updates are effective immediately when posted to the Website, and apply to Your access and continued use of the Customer Portal thereafter. Your continued use of the Customer Portal following the posting of any modified or updated Terms & Conditions means that You accept and agree to the modified or updated Terms & Conditions. You are expected to check this page regularly as You frequent and access the Customer Portal to apprise Yourself of any modifications or updates, as they are binding on You. At all times, the most current version of these Terms & Conditions is available at: CECODIRECT.com. CECO may update the Customer Portal or content within the Customer Portal from time to time, but is under no obligation to update such content or the Customer Portal.

Accessing the Customer Portal and Account Security

CECO reserves the right to withdraw or amend any service or material CECO provides on or through the Customer Portal, in our sole discretion without notice. From time to time, CECO may restrict access to some parts of the Customer Portal, or the entire Website, to users, including registered users like You.

You are responsible for making all arrangements necessary for You to have access to the Customer Portal; and (ii) ensuring that all access to the Customer Portal through Your user name, password, or any other piece of information as part of CECO’s security procedures (“Credentials”) is in compliance with these Terms & Conditions.

It is a condition of Your use of the Customer Portal that all the information You provide on the Customer Portal is correct, current, and complete. You agree that all information You provide to register with the Customer Portal or otherwise, including, but not limited to, through the use of any interactive features, is governed by our Privacy Policy (https://www.cecoenviro.com/privacy-policy/), and You consent to all actions CECO takes with respect to Your PII consistent with the CECO Privacy Policy.

You must treat Your Credentials as confidential, and You must not disclose it to any other person or entity, including any other person working for Distributor. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to the Customer Portal or portions of it using Your Credentials. You agree to notify CECO immediately of any unauthorized access to or use of Your Credentials or any other breach of security. You also agree to ensure that You exit from Your account at the end of each session. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your Credentials or PII. Unauthorized use of the Customer Portal, including but not limited to, unauthorized access or attempted access, misuse of Credentials, misuse of any information made available to You in or through the Customer Portal, or illegal conduct, is strictly prohibited.

You and Distributor are jointly responsible and liable for all transactions, communications, and acts or omissions that occur through the use of Your Credentials by You or any other person or entity using Your Credentials, whether or not such access or use has been authorized by You or Distributor. Both You and Distributor are responsible for notifying CECO and requesting deactivation of Your account upon Your departure from Distributor’s organization to which Your account was assigned.

CECO reserves the right to disable any Credentials, whether chosen by You or provided by CECO, at any time if, in CECO’s opinion, You have violated any provision of these Terms & Conditions

Prohibited Uses of the Customer Portal

You may use the Customer Portal only for lawful purposes and in accordance with these Terms & Conditions. Any information accessed or received through the Customer Portal is solely for Distributor’s internal use and may not be re-distributed, resold, or otherwise transmitted outside of Distributor’s organization unless expressly permitted by CECO. You agree not to use the Customer Portal:

• 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 or from the US or other countries);
• To engage in any other conduct that restricts or inhibits any other user or distributor’s use or enjoyment of the Customer Portal, or which, as determined by CECO, may harm CECO or users of the Customer Portal, or expose them to liability;
• To obtain or attempt to obtain any materials or information through any means not intentionally made available or provided to You through the Customer Portal; or
• For any purpose beyond Your internal business use. Neither Your nor Distributor will duplicate, download, publish, modify, or otherwise distribute Customer Portal material for any purpose other than to review and/or enter information related to purchases from CECO and other transactions between CECO and Distributor

Additionally, You agree You will not:

• Use the Customer Portal in any unauthorized manner, including but not limited to, unauthorized marketing, sales, use or disclosure of Confidential Information (as defined in Your Existing Distributor Agreement), unauthorized framing of or linking to the Customer Portal;
• Use the Customer Portal in any manner that could disable, overburden, damage, or impair the Customer Portal or otherwise interfere with any other party’s use of the Customer Portal, including their ability to engage in real time activities through the Customer Portal;
• Use any robot, spider, or other automatic device, process, or means to access the Customer Portal for any purpose, including monitoring or copying any of the material on the Customer Portal;
• Use any manual process to monitor or copy any of the material on the Customer Portal, or for any other purpose not expressly authorized in these Terms & Conditions, without CECO’s prior written consent;
• Use any device, software, or routine that interferes with the proper working of the Customer Portal; or
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Customer Portal, the server on which the Customer Portal is stored, or any server, computer, or database connected to the Customer Portal.

Availability

Access to the Customer Portal may be unavailable without notice at certain times, including but not limited to, when systems require maintenance or upgrades, or in the case of unforeseen circumstances. CECO will not be responsible for the lack of availability of the Customer Portal or for any damages that may result from such lack of availability.

Intellectual Property Rights

The Customer Portal and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by CECO, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Customer Portal, except as follows: (i) Your computer may temporarily store copies of such materials in RAM incidental to Your accessing and viewing those materials; (ii) You may store files that are automatically cached by Your internet browser for display enhancement purposes; and (iii) You may print or download one copy of a reasonable number of pages of the Customer Portal for Your own internal business use and not for further reproduction, publication, or distribution.

You must not: (i) modify copies of any materials from the Customer Portal; or (ii) delete or alter any copyright, trademark, or other proprietary rights notices from content access via the Customer Portal.

You shall not make any use of any material on the Customer Portal other than as set forth in this section unless You obtain the express written consent of CECO prior to any such use. Your request may be sent to: deanorders@onececo.com OR fybrocorders@onececo.com

If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Customer Portal in violation of these Terms & Conditions, Your right to use the Customer Portal will immediately cease and You must, at CECO’s option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Customer Portal or any content on the Customer Portal is transferred to You, and all rights not expressly granted are reserved by CECO. Any use of the Customer Portal not expressly permitted by these Terms & Conditions is a breach of these Terms & Conditions and may violate copyright, trademark, and other laws.

Trademarks

The “CECO Environmental Corp.” name, CECO trademarks, CECO logo, and all related names, logos, product and service names, designs, and slogans are trademarks of CECO or its Affiliates or licensors (the “CECO Marks”). You must not use the CECO Marks without the prior written permission of CECO and/or its licensors. All other names, logos, product and service names, designs, and slogans on the Distributor Portal are the trademarks of their respective owners. “Affiliate” means, with respect to CECO, any entity that directly or indirectly controls, is controlled by, or is under common control with CECO. For purposes of the Affiliate definition, an entity or individual “controls” an entity if it has the power to direct the management and policies of the entity, through ownership of more than 50% of the voting securities of an entity, representation on its board of directors or other governing body, or by contract.

Reliance on Information Posted

This Customer Portal may include content provided by third parties. All statements and/or opinions expressed in these materials, and all other content, other than the content provided by CECO, are solely the responsibility of the person or entity providing those materials. CECO is not responsible, or liable to You, Distributor or any third party, for the content or accuracy of any materials provided by any third parties.

Purchases via the Customer Portal and Other Terms and Conditions

All purchases through the Customer Portal are governed by our Existing Distributor Agreement.

You agree that Your order submitted through the Customer Portal is an offer to buy, under these Terms & Conditions, all goods and services listed in Your order. All orders must be accepted by CECO or CECO will not be obligated to sell the Goods or Services to You. CECO may choose not to accept any orders placed through the Customer Portal in its sole discretion. After having received Your order and upon CECO review and approval of Your order, CECO will send You a confirmation email with Your order number and details of the Goods and/or Services You have ordered. You acknowledge and agree that some orders placed through the Customer Portal may be subjected to manually review at CECO’s discretion. CECO will use reasonable efforts to ensure the Customer Portal reflects accurate information and will address and correct any errors within a reasonable period of time of becoming of aware of such error. Acceptance of Your order and the formation of the contract of sale between CECO and You will not occur unless and until You have received Your order confirmation email. Any order placed in the Customer Portal is non-cancellable and cannot be modified through the Customer Portal. If You need to make changes to Your Customer Portal order, or wish to cancel Your order, any such change request or cancelation request will be governed by Your Existing Distributor Agreement, and You must contact CECO’s Customer Service Department at: deanorders@onececo.com OR fybrocorders@onececo.com.

Links from the Customer Portal

If the Customer Portal contains links to other sites and resources provided by third parties, these links are provided for Your convenience only. This includes any links contained in any advertisements, including banner advertisements and sponsored links. CECO has no control over the contents of those 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 websites linked to the Customer Portal, You do so entirely at Your own risk and subject to the separate terms and conditions of use for each such third-party website.

Geographic Restrictions

CECO provides this Customer Portal for use only by persons located in the United States and Canada. CECO make no claims that the Customer Portal or any of its content is accessible or appropriate outside of the United States or Canada. Access to the Customer Portal may not be legal by certain persons or in certain countries. If You access the Customer Portal from outside the United States or Canada, You do so on Your own initiative and are responsible for compliance with all laws, including local laws specific to the location in which You reside

Disclaimer of Warranties

You understand that CECO cannot and does not guarantee or warrant that files available for downloading from the internet or the Customer Portal will be virus-free or free of other malicious code. You are responsible for implementing and maintaining sufficient procedures and safeguards to satisfy Your particular requirements for anti-virus protection, the accuracy of data input and output, and for maintaining a means external to the Customer Portal for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, CECO WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE Customer Portal OR ANY SERVICES OR ITEMS OBTAINED, OR TRANSACTIONS MADE, THROUGH THE Customer Portal OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD-PARTY WEBSITE LINKED TO THE Customer Portal

YOUR USE OF THE Customer Portal, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED, OR TRANSACTIONS MADE, THROUGH THE Customer Portal IS AT YOUR OWN RISK. THE Customer Portal, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED, OR TRANSACTIONS MADE, THROUGH THE Customer Portal ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CECO NOR ANY PERSON ASSOCIATED WITH CECO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE Customer Portal. WITHOUT LIMITING THE FOREGOING, NEITHER CECO NOR ANYONE ASSOCIATED WITH CECO REPRESENTS OR WARRANTS THAT THE DISTRIBUTOR PORTAL, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED, OR TRANSACTIONS MADE, THROUGH THE Customer Portal WILL BE ACCURATE, RELIABLE, ERRORFREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE CECO WEBSITE OR THE SERVER THAT MAKES THE Customer Portal AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE Customer Portal OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE Customer Portal WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS

TO THE FULLEST EXTENT PROVIDED BY LAW, CECO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, OR ANY PRODUCT WARRANTIES THAT ARE OTHERWISE EXPRESSLY OFFERED IN YOUR EXISTING DISTRIBUTOR AGREEMENT

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CECO, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE Customer Portal, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE Customer Portal OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FROM LOSS OF BUSINESS, DIMINUTION OF PROPERTY VALUE, LOSS OF PROFITS, OR DOWN TIME) RESULTING FROM USE OF THE Customer Portal, WHETHER BASED IN CONTRACT OR TORT (INCLUDING (WITHOUT LIMITATION)NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW OR ANY LIABILITIES THAT ARE OTHERWISE ADDRESSED IN YOUR EXISTING DISTRIBUTOR AGREEMENT.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its Affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any 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 & Conditions or Your use of the Customer Portal, including, but not limited to, any use of the Customer Portal’s contents and services other than as expressly authorized in these Terms & Conditions, or Your use of any information obtained from the Customer Portal.

Governing Law and Jurisdiction

All matters relating to the Customer Portal and these Terms & Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the transactions contemplated by these Terms & Conditions.

Any legal suit, action, or proceeding arising out of, or related to, these Terms & Conditions or the Customer Portal shall be instituted exclusively in the state or federal courts in the the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding although CECO retains the right to bring any suit, action, or proceeding against You for breach of these Terms & Conditions 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.

Arbitration; Class Action Waiver

In the event a dispute arises between the Parties concerning these Terms & Conditions or use of the Customer Portal, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, the Parties shall first settle such a dispute by good faith negotiation and consultation between themselves, including senior representatives with authority to resolve the dispute (“Senior Representatives”). This Section 16 shall apply regardless of whether the nature of the dispute originates in contract, tort, statute, or other legal basis. If such efforts do not result in a resolution, and at least thirty (30) days have elapsed since written notification of the dispute, the Parties may next seek to mediate their dispute pursuant to the Commercial Mediation Procedures of the American Arbitration Association (AAA). The Parties agree to convene with the mediator, with Senior Representatives present, for at least one session. If mediation does not result in resolution or sixty (60) days have elapsed since written notification of the dispute, the Parties agree to submit any disputes to final and binding arbitration under the Commercial Rules of Arbitration of the AAA applying the laws of the State of Delaware, in accordance with the Section titled, “Governing Law and Jurisdiction” of these Terms & Conditions. Any court with jurisdiction shall enforce this clause and enter judgment on any award. Each Party shall bear their own costs in connection with any of the remedial actions set forth above. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND CECO AGREE THAT NO CLASS OR COLLECTIVE ACTIONS CAN BE ASSERTED IN ARBITRATION OR OTHERWISE. ALL CLAIMS, WHETHER IN ARBITRATION OR OTHERWISE, MUST BE BROUGHT SOLELY IN YOUR OR DISTRIBUTOR’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU OR DISTRIBUTOR MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS & CONDITIONS OR THE Customer Portal MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by CECO of any term or condition set out in these Terms & Conditions 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 CECO to assert a right or provision under these Terms & Conditions shall not constitute a waiver of such right or provision.

If any provision of these Terms & Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms & Conditions will continue in full force and effect.

Entire Terms & Conditions

These Terms & Conditions, the CECO Privacy Policy, and the Existing Distributor Agreement] constitute the sole and entire agreement between You, Distributor and CECO regarding the Customer Portal and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.