MCDean Vendor Portal

Vendor and Subcontractor Portal Terms of Use
M.C. Dean, Inc. (“M.C. Dean”) offers the Vendor and Subcontractor Portal for the exclusive use our suppliers and contractors. Use of the Vendor and Subcontractor Portal and any programs or content contained therein by visitors or by registered users (see III below) of the Vendor and Subcontractor Portal is subject to the following terms and conditions for use, or "Terms of Use". These “Terms of Use” are entered into by and between You and M.C. Dean.
PLEASE READ THE TERMS OF USE CAREFULLY BEFORE BYOU STATE TO USE THE WEBSITE. BY ACCESSING OR USING THIS SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE ANY PART OF THIS SITE.
M.C. Dean reserves the right to change or modify any of the terms and conditions contained in these “Terms of Use,” at any time and in its sole discretion. Any changes or modifications will be effective upon posting of the revisions and notice of such changes to the site. Your continued use of this site following the posting of changes or modifications will constitute your acceptance of such changes or modifications.
Providing information to the Vendor and Subcontractor Portal and agreeing to these Terms & Conditions does not create an agreement with M.C. Dean to purchase any products or services from You. Any such purchases shall be effective only upon entering an agreement (e.g., purchase order, purchase agreement, or subcontract) and which shall be subject to the specific terms and conditions of such agreement.

Proprietary Materials
The entire contents of this Site (including information, software, text, displays, images and audio) and the design, selection and arrangement thereof (collectively, the "Content") are proprietary to M.C. Dean or its content providers or licensors, and are protected by the copyright laws of the United States and international agreements.
Except as expressly provided for in these Terms of Use or in the Vendor and Subcontractor Portal, any modification or use of any Content for any other purpose constitutes an infringement of M.C. Dean's intellectual property and other proprietary rights. Other than as required to facilitate your personal business use, you may not reproduce, perform, create derivative works from, republish, transmit or distribute any Content from this Site.
Trademarks and Service Marks
M.C. Dean and its associated logos and other marks identified in this Site are among the trademarks, service marks, or registered trademarks owned by M.C. Dean and may not be copied, imitated or used, in whole or in part, without the prior written permission of M.C. Dean. All page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress owned by M.C. Dean. You may not use such marks without M.C. Dean's prior written permission. All other names, brands and marks are used for identification purposes only and may be trademarks or registered trademarks of their respective owners.
Visitors and Registered Users
Use of this Site or any of its Content provided by or through this Site constitutes acceptance of these Terms of Use, whether the user is a visitor or a registered user with a User ID and a password. Failure to comply with these Terms of Use may result in the immediate termination of access and use of this Site. M.C. Dean expressly reserves the right to make changes to these Terms of Use and this Site and its Content, at any time, without prior notice.
Authorized Users
General use of this site is restricted to current or potential contractors and suppliers (manufacturers, manufacturer’s representatives and/or distributors of products) to M.C. Dean. Within this site resides Content that is available to all authorized users as well as Content that is available only to registered users of the Vendor and Subcontractor Portal.

Use of the Vendor and Subcontractor Portal
A. Security
As a registered user of the Vendor and Subcontractor Portal you will be assigned a log-in or company ID (your "User ID") and a password and will be responsible for maintaining their confidentiality. You are responsible for all access and any activity that occurs through use of your User ID and password and agree to notify M.C. Dean immediately if you become aware of any unauthorized use of your User ID or password or any other breach of Site security.
M.C. Dean is not liable for any loss or damage arising from any unauthorized access or use of your User ID and password. Although M.C. Dean aims to keep data submitted to the site confidential, by using this Site you agree that, to the fullest extent permitted by law, M.C. Dean is not responsible for any unauthorized use or disclosure of data that you submit on the Site.
B. Consents
Before using the Vendor and Subcontractor Portal, you must obtain all required consents and approvals from the company sponsoring your use of the Vendor and Subcontractor Portal, and from any customers, clients and other third parties who may be affected by, or may need to consent to, your access to and use of the Supplier and Contractor Portal and any of the services provided through it.
C. Content Accuracy
Although the data provided on the Vendor and Subcontractor Portal and applications provided through it are intended to be accurate, neither M.C. Dean nor its affiliates or any third party makes any promises, covenants, representations or warranties regarding the accuracy of the data, including, but not limited to payment or receipt of a contractual agreement, opportunity availability, invoice and payment history or status, financial, credit or other invoicing data.

Usage Restrictions
Use of this Site and the Content must be in strict accordance with these Terms of Use, any other terms applicable to the various features of this Site and all applicable laws, rules, and regulations. User agrees not to: (a) restrict or inhibit any other authorized user from using and enjoying this Site; (b) attempt to circumvent the security measures of this Site; (c) post or transmit any information, software or other material that is fraudulent or violates or infringes the rights of others, including material that violates privacy or publicity rights, or infringes copyright, trademark or other proprietary rights; (d) use any Vendor and Subcontractor Portal resource for commercial purposes not expressly permitted by these Terms of Use; (e) impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity; (f) resell, redistribute, broadcast or transfer any information derived from the Vendor and Subcontractor Portal; or (g) post or transmit anything constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any domestic or international law. User agrees that the Vendor and Subcontractor Portal and all Content provided therein will not be used for any unlawful purpose.

External Links
For your convenience, hyperlinks may be provided on this Site that link to other websites. M.C. Dean does not sponsor or endorse such websites. By using this site, you acknowledge and agree that M.C. Dean is not responsible for, and has no liability with respect to, any aspect of such sites or, the treatment of your personally identifiable information by such sites.

Dealings with Merchants
If you choose to correspond, participate in a promotion or engage in transactions with any company found on or through this Site, you acknowledge and agree that the terms of your interaction with any merchant are solely between you and such company. You agree that M.C. Dean will have no responsibility or liability for any loss or damage of any kind that you may suffer as the result of any such interaction.

Downloading Materials
You assume the full responsibility and risk for any damage resulting from your downloading of any information, software or other materials through this Site. It is your responsibility to take precautions to ensure that anything that you may download or otherwise select for your use is free of viruses and other destructive materials.

Indemnification
You agree to indemnify, defend and hold M.C. Dean, its subsidiaries, affiliates, contractors, suppliers, co-branders and other partners, and their officers, directors, employees and agents harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost and expense (including reasonable attorneys' fees), of any third party due to or arising out of content, data or information you submit, or post to or transmit through this Site, your access to and use of the Content, your violation of these Terms of Use, or your violation of any rights of another. You agree to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification set forth herein shall survive termination of these Terms of Use.

Disclaimer
THIS SITE AND THE CONTENT ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, "WITH ALL FAULTS" AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. M.C. DEAN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS SITE AND THE CONTENT, AND THE USE THEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, CURRENCY AND AVAILABILITY OF THIS SITE OR OF ANY CONTENT, AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, M.C. DEAN, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS SHALL NOT BE LIABLE FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH (A) YOUR USE OF OR RELIANCE ON, OR YOUR INABILITY TO USE OR RELY ON, THIS SITE AND THE CONTENT, (B) M.C. DEAN'S PERFORMANCE OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THESE TERMS OF USE, (C) ACCESS TO OR ALTERATION OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION OR OTHER INFORMATION IN AN UNAUTHORIZED MANNER, (D) REPRESENTATIONS OR CONDUCT OF ANY THIRD PARTY RELATED TO THIS SITE, INCLUDING OUR ADVERTISERS AND BUSINESS PARTNERS, (E) ANY ACTION OR INACTION OF ANY OTHER USER OF THIS SITE, OR (F) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES THROUGH M.C. DEAN OR THIS SITE. TO THE FULLEST EXTENT PROVIDED BY LAW, UNDER NO CIRCUMSTANCES SHALL M.C. DEAN BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES OR COSTS, INCLUDING, BUT NOT LIMITED TO (A) LOSS OF PROFITS OR DATA, (B) LOSS OF GOODWILL, (C) LOSS OF OR DAMAGE TO PROPERTY, AND (D) CLAIMS OF THIRD PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE, COPYING OR DISPLAY OF THIS SITE OR THE CONTENT, TRANSMISSION OF INFORMATION TO OR FROM THIS SITE OVER THE INTERNET, OR ANY OTHER CAUSE BEYOND THE CONTROL OF M.C. DEAN.

Intellectual Property Rights/Infringement
If you are a copyright or trademark owner and you believe that your work has been copied in a way that constitutes copyright or trademark infringement, please contact our General Counsel, J. Michael Littlejohn, in writing, by email and certified mail with receipt acknowledged, at:
E-mail: Michael.littlejohn@mcdean.com
Postal Mail: M.C. Dean, Inc.
1765 Greensboro Station Place
Tysons, Virginia 22102
Please provide the following information:
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the Site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Submissions
Comments and recommendations are encouraged. However, M.C. Dean requests that you do not to submit any creative materials to avoid future misunderstandings should projects developed by M.C. Dean that seem to be similar to your creative works. By submitting information and material to this Site or to M.C. Dean, whether by e-mail or through use of this Site, or submitting or posting feedback, questions, comments, suggestions, ideas, graphics, text, software or computer files of any type, you thereby expressly grant, or warrant that the owner of such material has expressly granted, M.C. Dean a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, make and have made, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed.
Privacy
M. C. Dean strives to protect the privacy of the users of this site and will treat in a professional manner any information collected. However, M.C. Dean does not guarantee privacy and or guarantee against unauthorized access to the site. M.C. Dean therefore discourages you from providing information that you consider confidential or proprietary through this Site. Confidential and proprietary information should only be provided as set forth in a written agreement with M.C. Dean.
M.C. Dean will not intentionally disclose your information to a third party unless required by law.
By using this site to provide M.C. Dean with your personally identifiable information, you consent to M.C. Dean’s collection and storage of that information. You agree that M.C. Dean may store that information and use it to contact you for content updates and enrollment reminders. You agree that M.C. Dean may store information on your computer in the form of session cookies to assist your navigation through the site. This site may contain links to other sites whose privacy policies and/or practices that M.C. Dean does not control, and you agree that M.C. Dean assumes no liability for the actions of such third parties.

Compliance with Law
You access this Site and the Content provided on this Site at your own initiative. In connection with your use of this Site and that of any person authorized by you to use this Site, you are responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions. Recognizing the global nature of the Internet, you agree to comply with all applicable local rules regarding online conduct and acceptable content. You expressly agree to comply with all applicable laws regarding the transmission of data or information out of the country in which you reside. You further agree not to upload to this Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. These assurances
and commitments by you shall survive termination of this Agreement.

Export Restrictions

Any software and all underlying information and technology downloaded from this Site (collectively the "Software") by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations ("EAR", 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Software to any country, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration's Denied Parties List and the U.S. Department of Treasury's Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.

Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part[ without our express consent.

Miscellaneous
You agree that these Terms of Use and any operating rules posted on this Site describe the entire agreement between us with respect to their subject matter. This Site was created and is operated under the laws of the Commonwealth of Virginia. The laws of the Commonwealth of Virginia will govern these Terms of Use, without giving effect to any principles of conflict of laws.
You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in these Terms of Use are material terms of these Terms of Use and that they have been taken into account in the decision by M.C. Dean to provide the Supplier and Contractor Portal and the other areas of this Site. You may not assign any of your rights, obligations or privileges under these Terms of Use without the prior, written consent of M.C. Dean. If a court of competent jurisdiction finds that any provision of these Terms of Use is invalid or unenforceable, we both agree that the other provisions of these Terms of Use will remain in full force and effect. You agree that, regardless of any applicable law to the contrary, you cannot file a claim or cause of action arising out of or related to this Site or these Terms of Use more than one (1) year after such claim or cause of action arose. Venue for any such claim or cause of action shall be any state or federal court in Fairfax County in the Commonwealth of Virginia.