Altria Group Distribution Company

InsightsC3M™ Site Terms Of Use
This site, located at www.insightsC3M.com, (the Site) is operated by Altria Group Distribution Company (AGDC) on behalf of itself and for Philip Morris USA Inc, John Middleton Co., and U.S. Smokeless Tobacco Brands Inc. (collectively, the AGDC Affiliates or its Affiliates). Throughout the Site, the terms we, us, and our refer to AGDC and the terms you and your refer to you, the user of the Site.

Your use of the Site is conditioned upon your acceptance of and compliance with the following terms and conditions (the Terms of Use), all other terms and conditions set forth on the Site or in any agreement between you and AGDC or otherwise communicated to you by us governing your use of the Site, your participation in AGDC Affiliates promotions and, if applicable, your participation in AGDC affiliates retail and wholesale trade programs, and all applicable AGDC Affiliates trade policies, as such policies may be issued or modified from time to time (collectively, the Retail and Wholesale Terms and Conditions). Your continued use of the Site constitutes your agreement to the Terms of Use, as amended from time to time by AGDC.

Purpose of this SiteBack to Top

The purpose of this Site is to provide retailers and wholesalers with notices, offers and the ability to conduct certain transactions with respect to AGDC Affiliates promotions. The Site also serves to provide retailers and wholesalers certain information about AGDC Affiliates products, tools to assist retailers and wholesalers in analyzing that information, and materials regarding best practices in training retail store employees (Informational Content). This Site is being made available exclusively for the use of retailers and wholesalers of AGDC Affiliates products.

This Site Does Not Provide Business AdviceBack to Top

By making the Site available for your use, AGDC and its Affiliates are not providing any business advice to you, and the Site is not intended to be a substitute for your professional expertise.

Availability, Accuracy and Timeliness of Information on This SiteBack to Top

AGDC reserves the right to restrict or disable your access to the Site or any feature or part thereof. AGDC shall have the right at any time and in its sole discretion to change or discontinue any aspect or feature of the Site. You agree that it is your responsibility to monitor changes to the Site. This Site may contain certain historical information. Historical information necessarily is not current and is provided for your reference only. Form agreements provided on the Site are provided for demonstration purposes only and may not reflect the currently available terms and conditions.

Accounts, Passwords and SecurityBack to Top

You are responsible for maintaining the confidentiality of your account information, including your user name and password, and for any and all activity that occurs under your account, including without limitation communications transmitted and transactions entered into on the Site, and all such activities shall be binding on you. You agree to notify AGDC immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by AGDC due to someone else using your Site user name, password or account.

Use of the Site and ContentBack to Top

The Site (including all software, files, tools, forms, graphics, videos and data found on the Site) is for your use only as a retailer or wholesaler of AGDC Affiliates products. The Site is the property of and owned by AGDC or its licensors and is protected by copyright, trademark and other laws of the United States and other countries. You may not modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works of, reverse engineer, transfer, or sell any materials obtained from the Site, except as otherwise expressly provided in these Terms of Use or permitted in writing by AGDC. You may display and electronically copy, download and print hard copy versions of materials on the Site for use in connection with your business operations, provided that you do not delete any copyright, trademark or other proprietary notice that appears on the material you copy, download or print. Without limiting the foregoing, training video modules found on the Site are for use only in connection with providing training to your retail store employees and each video module must be viewed in its entirety, not piecemeal. When you display, copy, download or print any material on or from the Site, it is provided to you by AGDC or its licensors under a license that is revocable. AGDC and its licensors retain full and complete title to the material and to any and all of the associated intellectual property rights. The material may be further subject to the confidentiality provisions included below.

Trademarks and CopyrightsBack to Top

The Site features trademarks, service marks and logos that are the property of AGDC and its affiliates or licensors. The Site also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and you agree not to use them in any manner without the prior written permission of the applicable owner. The Site and all of its contents including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is protected as a compilation under the copyright laws of the United States and other countries.

Links to Other SitesBack to Top

We may provide links to other websites for your convenience and information, including, without limitation other AGDC or AGDC Affiliates sites. These sites operate independently and may have their own terms of use in place, which we suggest you review if you visit any linked site. To the extent you visit any linked sites, we are not responsible for their content or any use of such sites.

No Unlawful or Prohibited UseBack to Top

You will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use. You may not obtain or attempt to obtain from the Site any materials or information other than material or information the Site is designed to provide to you.

Disclaimer of WarrantiesBack to Top

THE SITE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. AGDC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; THAT ACCESS TO THE SITE OR SERVICES PROVIDED ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT THE INFORMATIONAL CONTENT ON THE SITE WILL BE COMPLETE, ACCURATE, OR TIMELY. NO INFORMATION OBTAINED BY YOU THROUGH OR FROM INFORMATIONAL CONTENT ON THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. AGDC DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION THAT THE INTERNET, ITS EMAIL SYSTEM OR ANY OTHER ELECTRONIC MEANS WILL BE UNINTERRUPTED OR ERROR-FREE. AGDC SHALL HAVE NO LIABILITY FOR THE FAILURES OF ITS SERVICE PROVIDERS AND SHALL NOT BE RESPONSIBLE FOR ANY UNDELIVERED, MISDELIVERED OR INACCURATE MESSAGES.

Limitation of LiabilityBack to Top

YOU UNDERSTAND AND AGREE THAT AGDC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR RESULTING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE, or from any actions you take or Fail to take as a result of any CONTENT OR TOOLS PROVIDED TO YOU VIA THE SITE, EVEN IF AGDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ACCESS THE SITE OR DOWNLOAD ANY MATERIAL FROM THE SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. AGDC WILL NOT BE RESPONSIBLE FOR ANY DAMAGES (INCLUDING DIRECT OR ACTUAL DAMAGES) THAT RESULT FROM THE DOWNLOAD OF ANY MATERIAL FROM THE SITE OR ANY COMPUTER VIRUS THAT MAY BE TRANSMITTED TO A COMPUTER SYSTEM AS A RESULT OF YOUR USE OF THE SITE.

IndemnificationBack to Top

You agree to indemnify and hold harmless AGDC, its affiliates and its and their respective officers, employees, directors and agents from all claims, liabilities, costs and expenses, including reasonable attorneys fees, that arise from, or may be attributable to any errors, omissions or faults in, or related to in any way, your use of the Site or your violation of any of the Retail and/or Wholesale Terms and Conditions. Your obligation to indemnify and hold AGDC, its affiliates and each of their respective officers, employees, directors and agents harmless will survive the termination by you of use of the Site. AGDC will have primary control of the defense or settlement of any such claim; provided, however, that you will have the right to participate at your own expense in the defense or settlement of any such claim that is asserted against you.

Requirements for AccessBack to Top

You agree to be solely responsible for the installation, operation and maintenance of all equipment and software and services and for all costs and expenses required to access and use of the Site.

ConfidentialityBack to Top

You and your employees and agents shall hold confidential all information and materials available on the Site or provided by AGDC to you via, or in connection with your use of, the Site. You will not use or disclose to any third party any such information or materials without the prior, written consent of AGDC; provided, however that you will have the right to disclose, after giving AGDC notice and an opportunity to seek a protective order or other relief, such information or materials as may be required by law, regulation, rule, order, or legal, judicial or administrative process, or in cooperation with requests of governmental authorities. Your obligation to maintain such confidentiality will survive the termination of your use of the Site. Nothing contained herein shall in any way limit any other confidentiality obligations you may have to AGDC or its Affiliates.

Privacy and SecurityBack to Top

We respect the privacy of our website users and their proprietary information. In order to secure your information, the Site uses a special protocol and technology designed to prevent unauthorized access. Our system of passwords is specifically designed to prevent unauthorized access. For chain accounts, the Site provides the ability to view aggregate information in areas of product promotions, price promotions, payments, and business review data, but these data may be limited to certain users. For example, the aggregate data may be viewable at multiple levels of the chain''s hierarchy (i.e., grouped by individual store/district/region/national), but access authorization may differ for different users. Thus, a national administrator, for example, may have access to all levels of information, but other users may be authorized for access only to more limited levels of information. Your password is kept physically separate on a separate server and is protected by encryption. Thus, the Site provides multiple measures to prevent unauthorized access to the information you provide.

Changes to Terms of UseBack to Top

We reserve the right, in our sole discretion, to change the Terms of Use at any time by posting revised terms on the Site. It is your responsibility to check periodically for any changes we may make to the Terms of Use. Your continued use of this Site following the posting of changes to these terms or other policies means you accept the changes.

Governing LawBack to Top

The Terms of Use shall be governed by the laws of the Commonwealth of Virginia, without reference to conflict of law principles.

MiscellaneousBack to Top

If any provision of the Terms of Use is held to be unenforceable, unlawful or void, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of the Terms of Use shall continue in full force and effect. The Terms of Use and the Retail and Wholesale Terms and Conditions, if applicable, constitute the entire agreement and understanding between you and AGDC with respect to use of the Site.

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