Rollxchange Terms & Conditions

1. Introduction

Welcome to The RollXchange, the premier website for the business-to-business sale of surplus materials established by Avery Dennison Corporation, through its Label and Graphics Materials North America Division ("Avery Dennison"). In order to help make The RollXchange a safe place for businesses to buy surplus label material (“Material”), all users of the service are required to accept and comply with the terms of use set forth herein (the "Terms of Use"). By accepting these Terms of Use you accept and agree to comply with these Terms of Use, as these Terms of Use may be amended from time to time.

These Terms of Use explain the contractual agreement between you as a Buyer (as this term is defined below)of Material) and Avery Dennison ("us," "we," "our,") regarding your use of (i) our Exchange (the "Exchange") at our web site at www.RollXchange.com (the "Site") and (ii) the facilitation of the activities and transactions conducted through the Exchange (the "Services") on the Site. The Exchange is a venue for Avery Dennison and potential purchasers of Material ("Buyers", “you”, “your”) to exchange information and to establish an electronic marketplace for the Material. Such information includes, but is not limited to, the information you provide during the registration process, or the process of offering to purchase Material for sale, Material descriptions, purchase requests, offers to purchase Material for a specified price which are valid for a specific time interval ("Offers"), sales offers, and may include a company's name, address, phone number, email address and other information ("Information"). Avery Dennison accepts the Information supplied by various Buyers, and assumes no responsibility for testing or verifying the accuracy of such Information, and does not endorse or approve of any Material.

IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, THEN YOU ARE NOT AUTHORIZED TO USE ANY OF THE SERVICES OF THE ROLLXCHANGE.

If you have any questions regarding these Terms of Use, please contact us via email at: RX.Customer.Support@RollXchange.com.

Avery Dennison may amend these Terms of Use at any time and from time to time by posting the amended Terms of Use on the Exchange. If you so request (via an email to us at the email address above), we will also email you a notice of the amended Terms of Use. You agree that the amended Terms of Use shall be effective and binding on you upon the effective date indicated in such notice or on the date posted on the Site.

We may add, delete or modify the Services at our discretion, at any time. These Terms of Use may not be otherwise amended except in writing signed by an officer of Avery Dennison and the party requesting the amendment.

2. Eligibility

The Services are available to U.S. and Canadian-based customers of Avery Dennison in good credit standing. Persons agreeing to be bound by these Terms of Use on behalf of a business enterprise must be an officer or agent of such enterprise who is authorized to form legally binding contracts on behalf of the enterprise under applicable law, and any such person hereby certifies that they are such an officer or agent. Avery Dennison may refuse to provide the Services to anyone or any entity at any time, in our sole discretion.

3. Limited License

Avery Dennison hereby grants you, during the term of this Agreement, a revocable, non transferable, nonexclusive right to access the Site and use the Services (including software provided on the Site) solely for your internal use in connection with your purchase of Material. Without limiting the foregoing or expanding any of your rights hereunder, you agree that you will not republish, reproduce, or distribute any of the Information or make any use of the Information that would allow a third party to have access to the Information or to the Services. In addition, you shall be responsible for providing all communication lines, telephone and/or transmission services and all equipment and technology necessary for you to access the Site and use the Services. The foregoing right has been granted to you subject to your agreement to abide by these Terms of Use as well as any other rules, procedures, terms, and conditions that may be published or displayed from time to time by Avery Dennison on the Exchange or the Site.

4. Intellectual Property

The Exchange and the Site and their content and all intellectual property rights included therein (including but not limited to copyrights, trademarks and service marks) are owned or licensed by Avery Dennison, and all right, title and interest therein shall remain the property of Avery Dennison and/or its licensees and successors. You also agree not to remove any copyright, trademark or other intellectual property or any proprietary notice or legend contained on the Exchange or its content, including without limitation the Information.

5. Offers to Buy

If you are a Buyer and you place an order for Material on The RollXchange, you shall be deemed the "Purchaser." Purchasers are obligated to complete the transaction. All Purchasers' Offers are final, and may not be retracted or canceled. Placing an Order on our Exchange has the same effect in law as entering into a firm purchase order.

UNLESS OTHERWISE STATED, ALL PURCHASE OFFERS MUST BE SUBMITTED IN U.S. DOLLARS.

All Orders are exclusive of all applicable taxes, customs duties and registration fees, shipping, rigging, or other preparation and transportation costs, insurance and escrow fees (if any), and The RollXchange.

6. Transaction Process and The RollXchange Fees

A. Transaction Process

All orders placed by a Purchaser will be online to Avery Dennison through The RollXchange. The RollXchange, upon transmission of the order, will display a Sales Order Number. Once the order is processed through to the site the Purchaser will receive an email confirming the details of the order including pricing.

Upon notification of an accepted order, Purchaser will be invoiced by Avery Dennison for the sale price of the Material plus shipping and handling charges as well as any applicable taxes, including but not limited to federal goods and services tax, harmonized sales tax, and provincial sales tax and reslit and rewind charges, which aggregate amount shall be payable to Avery Dennison within thirty (30) days, with a one percent (1%) discount if paid within ten (10) days. Purchasers are subject to the same credit limits which apply to their purchases from Avery Dennison.

B. The RollXchange Fees

Joining The RollXchange is free to Purchasers. Purchasers are responsible for paying all fees and other costs incurred by them respectively in connection with the purchase of Material listed on the Exchange.

Avery Dennison reserves the right to change any and all fees at any time.

7. User Information

A. You are solely responsible for the accuracy, completeness and truthfulness of your Information, and The RollXchange acts only as a passive conduit for your online publication of your Information. This responsibility of yours includes issuance of all bills of lading, customs documentation and all transportation documents required by the U.S. Department of Transportation, and any other applicable statutes or regulations. However, Avery Dennison reserves the right to take any action with respect to such Information we deem necessary or appropriate in our sole discretion, including, without limitation, deleting, restricting or suspending access to such Information, at our sole discretion, for any reason whatsoever.

B. You warrant and represent that your Information and your offering or purchase of Material on the Site or through the Services: (a) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, discrimination, false advertising, transportation of hazardous material, or use of pesticides); (c) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information

C. You hereby grant to Avery Dennison a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to use the Information solely in connection with the Services and the Exchange, and at all times subject to these Terms of Use.

8. System Integrity

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Exchange, any listing being conducted on the Exchange, or our Services. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose your password to or share your password with any third parties or use your password for any unauthorized purpose.

9. Feedback

You agree not to take any actions which may undermine the integrity of The RollXchange's feedback system, such as leaving negative feedback if a user fails to perform some action that is outside the scope of the purchase and sale process or transaction (i.e., feedback extortion).

10. Breach

WE MAY IMMEDIATELY ISSUE A WARNING, TEMPORARILY SUSPEND, OR TERMINATE YOUR USE AND/OR ACCESS TO THE EXCHANGE OR THE SERVICES IF YOU BREACH THESE TERMS OF USE OR IF WE ARE UNABLE TO VERIFY OR AUTHENTICATE ANY INFORMATION YOU PROVIDE TO US.

11. Refusal of Services

Avery Dennison reserves the right in its sole discretion to refuse the Services to any user at any time. Further, Avery Dennison reserves the right to terminate the listing or sale of any Material at any time with no liability to the prospective Buyer of such Material. You may terminate your use of the Services upon 30 days' notice to Avery Dennison; provided, however, that such termination of your use of the Services will not relieve you of any obligations occurring prior to such termination.

12. Disclaimer of Warranty

YOU AGREE YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK AND THAT THE SERVICES ARE PROVIDED AND THE MATERIAL ARE SOLD, "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, (1) ANY WARRANTY REGARDING THE INFORMATION, SERVICES, OR MATERIAL LISTED OR PURCHASED THROUGH OR IN CONNECTION WITH THE SERVICES, (2) ANY WARRANTY REGARDING THE ACCESSIBILITY OF THE EXCHANGE, SITE OR SERVICE, (3) ANY WARRANTY CONCERNING THE ABILITY OF AVERY DENNISON TO PROVIDE OR DELIVER ANY MATERIAL OFFERED TO USERS OF THE SITE, AND (4) ANY WARRANTY, EXPRESS OR IMPLIED, OF TITLE, NON-INFRINGEMENT OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE EXCHANGE, THE SITE OR THE SERVICES WILL BE UNINTERRUPTED OR OPERATE ERROR FREE.

THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS OF USE ARE AN ESSENTIAL PART OF THE BARGAIN AND THEY APPLY TO (WITHOUT LIMITATION) ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL AVERY DENNISON OR ITS AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS, OFFICERS, DIRECTORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST GOODWILL, OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES). IN NO EVENT WILL AVERY DENNISON OR ITS AFFILIATES’, EMPLOYEES’, AGENTS’, SUCCESSORS’, OFFICERS’, DIRECTORS’, OR ASSIGNS’ LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SERVICES OR YOUR USE THEREOF, HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF WHETHER AVERY DENNISON OR ITS AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS, OFFICERS, DIRECTORS, OR ASSIGNS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS OF USE. THESE LIMITATIONS APPLY TO ANY THIRD-PARTY CLAIMS AGAINST BUYER. SOME STATES LIMIT DISCLAIMERS OF CERTAIN LIABILITIES, SO CERTAIN OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You shall indemnify, defend, and hold harmless Avery Dennison, its affiliates, its employees, agents, successors, officers, directors and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including legal and accounting fees) arising out of or relating to any claim or action based upon (a) your breach of these Terms of Use; or (b) your purchase or use of any Material; or (c) any taxes or duties and interest or penalties thereon payable by the Purchaser on the sale and, if applicable, the importation or exportation of the sold Material; provided that Avery Dennison: (i) provides you with prompt written notice of such claim; (ii) permits you to control the defense and settlement of such claim; and (iii) does not enter into any settlement or compromise of any such claim.

15. General Compliance with Laws

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Services and your listing, purchase and sale of Material.

16. No Agency

You and Avery Dennison are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

17. Notices

Except as explicitly stated otherwise, any notices shall be sent via email to RX.Customer.Support@RollXchange.com or to the email address you provide to The RollXchange during the registration process (in your case), or such other address as the party shall specify by notice to the other party. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to The RollXchange during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

18. Arbitration

These Terms of Use shall be governed in all respects by the laws of the State of Ohio as such laws are applied to agreements entered into and to be performed entirely within Ohio between Ohio residents and without reference to any conflict of laws rules. Any controversy or claim arising out of or relating to these Terms of Use shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Cleveland, Ohio, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Avery Dennison may seek any interim or preliminary equitable relief from a court of competent jurisdiction in Cleveland, Ohio, or another court of competent jurisdiction, necessary to protect the respective property rights pending the completion of arbitration. You hereby consent to the state and federal courts in the State of Ohio.

Waiver of Trial by Jury. THE PARTIES EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR RELATING THERETO AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE AN ARBITRATOR AND NOT BEFORE A JURY. The arbitration shall be presided by a current or retired superior court judge or higher.

19. General

We do not guarantee continuous, uninterrupted or secure access to our Services, and operation of the Exchange or Site may be interfered with by numerous factors outside of our control. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use set forth the entire understanding and agreement between you and Avery Dennison with respect to the subject matter hereof.

20. Disclosures

The Services hereunder are offered by Avery Dennison - The RollXchange, located at 8080 Norton Parkway, Mentor, Ohio, 44060.

Legal Notice

Site Access

By accessing this web site, you agree to be bound by the terms and conditions of use appearing below, such use being non-commercial in nature and conditional on your acceptance.

Trademark Notice

Avery, Avery Dennison, Fasson and all other related brands and product names including, but not limited to, Crystal FasClear, EXACT, FasClear, LaserCode, PRIMAX, Trans-Therm, Rapid-Roll, Designer White, Integrity, Dura-Laz, FlexPak, GlassFlex, and Clarus, are trademarks of Avery Dennison Corporation. No license to use or reproduce any of these trademarks or other trademarks of Avery Dennison is given or implied. All other brands and product names are the trademarks of their respective owners.

Disclaimer

Nothing on any Avery Dennison web site shall be construed as conferring any license or right under any of Avery Dennison's or any third party rights whether by estoppel, implication or otherwise.

Although the information is provided on this server to anyone, we retain the copyright on all text and graphic images. This means you may not distribute the text or graphics to others without the express written permission of Avery Dennison; modify or re-use the text or graphics to others without the express written permission of Avery Dennison; modify or re-use the text or graphics on this system. You may print copies of the information for your own personal use; store the files on your own computer for your personal use only; and reference hypertext documents on this server from your own documents.

Avery Dennison also reserves all other rights, including the right to make changes or corrections at any time without notice. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, objectionable or profane material or any materials that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law. Avery Dennison will fully cooperate with law enforcement authorities or court order requesting or directing Avery Dennison to disclose the identity of or help identify or locate anyone posting any such information or materials. Avery Dennison makes no commitment to update the information provided herein.

The information, text, graphics and links provided herein are provided by Avery Dennison or third-party service providers as a convenience to its customers. This web site contains links to other sites. The links are meant for the user's convenience only. Avery Dennison has no control over, and is not responsible for, content found on external sites that do not belong to Avery Dennison Corporation ("third-party sites"). Links to third party sites do not constitute sponsorship, endorsement or approval of these sites or the content on these sites. This web site may contain content not generated by Avery Dennison. Avery Dennison is not responsible for any third-party content.

The name of Avery Dennison Corporation, the Avery Dennison logo, or the RollXchange logo may not be used in advertising or publicity pertaining to distribution of the information on or linked to this web site or any other server or "hot-linked" sites without specific, written prior permission. Avery Dennison and its third-party service providers make no representation or warranties about the accuracy, currency, completeness or suitability of the information provided herein and will not be held liable for any use of this information for any purpose. It is provided "as is" without express or implied warranty. The material provided on this site is protected by law, including, but not limited to, United States Copyright Law and international treaties. This site is controlled and operated by Avery Dennison from its offices within the State of Ohio, United States of America. Avery Dennison makes no representation that materials in the site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable.

Please do not use the information in this site for any formal analysis or estimates.

AVERY DENNISON DISCLAIMS ALL WARRANTIES WITH REGARD TO THE INFORMATION PROVIDED ON THIS WEB SITE OR OTHER SITES "HOT LINKED" TO THIS SITE, INCLUDING ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL AVERY DENNISON BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTAL DAMAGES OR PUNITIVE DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, SALES, OR PROFITS, WHETHER IN A CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF ACCESS TO, USE OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, ACCURACY OR SUITABILITY OR PERFORMANCE OF THIS INFORMATION. ANY CLAIM RELATED TO THE INFORMATION ON THIS WEB SITE SHALL BE GOVERNED BY THE LAWS OF OHIO.

Privacy Statement

At Avery Dennison, we value our customers and take steps to protect their privacy.

In general, when you visit our Web sites and access information, you remain anonymous. We collect personal information from visitors to our sites on a voluntary basis only and explain how this information will be used at the time it is requested. Personal information may include name, title, company, address, phone number, e-mail address, etc. We use the personal information we collect to respond to online queries, supply requested information on Avery Dennison products, process and ship orders, fulfill online marketing offers, establish approved links and for internal market analysis.

We do not sell or rent personal information to third parties.

Our Web servers collect the domain names of visitors to our sites. This information is aggregated to determine number of visits, average time spent, pages viewed, etc. We use this information to measure site usage, as well as to improve the content and value of our site.

Some of our Web pages may contain "cookies," which send and store data on your Web browser. This allows our server to recognize you and better serve you when you visit our Web sites in the future. Most Web browsers can be configured to not accept cookies, or to notify you if a cookie is sent to you.

This site may contain links to other third party sites. We take steps to link only to sites that share our high standards and respect for privacy. However, we are not responsible for the privacy standards and practices of third parties.

Avery Dennison strives to keep online visitor information secure against unauthorized access and use. This information is protected by Company security measures, which are reviewed periodically.

We may update this policy from time to time. Revisions will be posted to this site.