These Terms and Conditions (“Agreement”) are a binding agreement between you (“Customer”) and Vulcan Materials Company (“Vulcan”) with respect to the Vulcan Materials Customer Portal (which is a suite of websites on various domains available via the login page at https://myvulcan.force.com/customer/vulcanlogin (the “Site”). By accessing (other than to read these terms and conditions for the first time) or using any of the Sites, You agree to and accept the following terms and conditions of access and use.
a. Purpose. The pages, facilities, services, tools, and capabilities of (or accessible through) the Site (the “Services”) are designed to let Customer communicate with Vulcan and access data, information, payment information, order status, and other materials. All of this material is collectively called the “Content” for purposes of this Agreement. Information that originates solely from Customer (e.g., Customer account numbers, amounts ordered, or delivery instructions) is referred to as “Customer-Originated Content.” Customers that are corporate entities shall designate individuals to access the Site in connection with Customer’s business with Vulcan (“End Users”).
b. Existing Orders Only / No New Orders. The Site is for use by Customers and End Users (collectively and individually, “You”) in connection with existing orders, only, and nothing accessible via this Site may be construed as an offer by Vulcan to sell any good or service, initiate a new order, change the terms of an existing order, or otherwise to enter into any contract or bind Vulcan in any way (except that Customer’s or End User’s acceptance of any Changed Terms as referred to in Section 4(a) below, will be considered binding). Instead, Content shall be considered only as either informational regarding the status of Customer’s account, or as providing the ability to complete payment for transactions already initiated and agreed to by Vulcan. The Site typically will not accept payment that is not allocated to a preexisting order, but to the extent such event occurs the payment will be considered an escrow payment by Customer for credit to any future orders that Vulcan may choose to accept, and shall not constitute evidence of acceptance of any order.
c. View and Payment Only / No Modification of Orders. This Site is provided as a convenience only. Customer and End User agree that the existence of this Site as a potential payment avenue that may be available for some orders, and any transactions or activity supported by or occurring in connection with the Site, will not change any obligations applicable to Customer under any ticket, order, invoice, (or any other agreement for purchase or sale of goods or services) except to the extent payment actually effected via the Site Services satisfies the outstanding payment obligations.
d. Limitations and Availability. For technical or other reasons, from time to time some valid and existing orders may not be accessible on this Site, or it may not be possible to view or make a payment for orders that are or have been accessible on this Site. Additionally, orders and other information will normally be retired from the system after a given period, and therefore become unavailable once that period has passed. The period is determined by Vulcan in its sole discretion, and may be changed by Vulcan with or without notice. The non-accessibility of an order on this Site or the inability to make or complete a payment via this Site will not excuse or delay any obligation of Customer under such an order, for payment or otherwise. In the event an order for which payment is due is not accessible via the Site, or the Site is otherwise not operational to make a payment for an order, Customer and End Users will need to use other methods to pay invoices in a timely manner. Documents accessible via this Site are copies, and may include scanning or conversion artifacts or other errors. Customer and End Users agree not to rely on versions shown on this Site for record keeping, or as the authoritative copy for any purpose. It remains the responsibility of Customer and End Users to maintain accurate and adequate originals of any important documents. Additionally, any information, standards, measures, qualities, or other parameters identified on the Site, in orders or otherwise, are not to be relied upon for valuation, safety assessment, hazard evaluation, load evaluation, equipment capabilities, truthfulness, or any purpose other than finding contact information for further investigation.
e. Transactions. Customer and End Users understand that processing of transactions involves third party providers (for example, payment processors, banks, financial institutions); and Customer and End Users consent to the conveyance of information to and through such third parties. Vulcan is not responsible for the accuracy, completeness, or timeliness of any information presented on the Site that is obtained from Customer or End Users (or via an assigned username) or third parties. In some cases, payments and instructions that Customer or End Users request may be delayed, or circumstances may prevent the action requested from occurring as instructed. Customer and End Users also acknowledge that once a payment instruction is initiated, it is generally not possible to stop or reverse the transaction, even if the completion is not evident from our systems. It is Customer and End User’s responsibility to check with its financial institution to ensure that the payment or other transaction is completed as Customer or End Users intended after leaving this Site. Customer and End Users will not cause or allow any transaction to be initiated unless the account from which payment is to be drawn in accordance with the instructions for the transaction is, and will remain, sufficiently funded to complete the transaction with full payment; and Customer and End Users will not reverse any transaction initiated via such a session, or rescind, withdraw, or contest the authorization for any such transactions. Customer and End Users consent to electronic signatures and the conduct of all transactions electronically, and will not contest: (i) any transaction (including without limitation those involving Electronic Data Interchange formatted communications (“EDI”)) occurring in connection with the Site under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI or other electronically maintained records under the business records exception to the hearsay rule, the best evidence rule, or any other similar rule, on the basis that such records were not originated or maintained in documentary form. In the event of a conflict, the business records maintained by Vulcan or its service providers regarding EDI or other electronically conducted transactions involving Customer or End Users will be deemed to be conclusive.
2. ACCESS AND ACTIVITY.
a. Non-Password or Public Areas. The Site may contain pages that are openly available for public access, such as the login page at www.myvulcan.force.com. Customer and End Users must notify Vulcan in the event they are permitted to access other pages without being authenticated via the login system available at https://myvulcan.force.com/customer/vulcanlogin.
b. User-Authenticated Areas. Customers of Vulcan who are in good financial account standing may request user name(s), access code(s), or other login credentials (each, “User Credentials”) be assigned to certain End Users in order to access, to view, and to use portions of the Site that Vulcan intends to be access-controlled (“User-Authenticated Areas”). It is normally in User-Authenticated Areas where Services such as viewing order documentation, order progress, payment data, payment instruction tools, or other items Vulcan permits to be accessible via the Site may be found; therefore End Users without User Credentials may not be able to access these Services. Vulcan wants Customers to be able to use the Site efficiently and therefore encourages Customers to designate End Users to apply for User Credentials, but in order to maintain security and good practice, the ultimate discretion to either refuse to grant or subsequently refuse to accept User Credentials remains with Vulcan at all times.
c. Terms Governing Password Areas. Customer and End Users are not permitted to access or attempt to gain access to any portion of the User-Authenticated Areas other than those established for Customer and hosting Content related to Customer. All Access to the Site shall be initiated and accomplished using only the links, protocols, and addresses identified to Customer and End Users by Vulcan. Only End Users that have both (a) been authorized by appropriate authority within Customer’s organization, and (b) been assigned User Credentials by Vulcan, are authorized to enter, view, use, copy, edit, distribute, or access any Content in User-Authenticated Areas, or issue instructions in any User-Authenticated Areas. For End Users that have been assigned User Credentials by Vulcan and who have authorization by the Customer to view and interact with the Site and Content, such issuance of the User Credentials by Vulcan shall operate as a personal (to a specific natural person), nonexclusive, non-assignable, nontransferable, and terminable (at will by Vulcan) authorization to use and display Content, and to access and to use the User-Authenticated Areas dedicated to Customer, BUT ONLY (1) within the scope of access and use supported by the assigned User Credentials in the course of normal web browsing; and (2) during the particular session for which the User Credentials are accepted; provided, however, that the foregoing shall not authorize any activity or access or use that is prohibited by any agreement between Vulcan and Customer, or otherwise indicated in writing by Vulcan to be unauthorized (whether by this Agreement, or a separate document or communication from Vulcan, such as pop-up, e-mail or postal mail). Customer and End Users may not obtain or attempt to obtain any materials or information through any means that are apparently not intentionally made available or provided for through the Site; this includes any attempts to access any User-Authenticated Areas of the Site without registering or by registering under inaccurate or incomplete information.
d. Limitations and Obligations Regarding Password. Customer agrees to, and to cause its End Users to, maintain all User Credentials as private and confidential information specific to the individual. User Credentials and any authorization thereunder may not be shared, transferred, leased, assigned, or sublicensed without Vulcan’s prior written consent. Customer will not provide or permit the use of User Credentials by any person other than the person to whom such User Credentials have been originally assigned, or for the benefit of any other entity whether or not such entity represents the interests of the Customer or operates on Customer’s behalf. Customer and End Users will not themselves, and will not allow others to, circumvent the access control restrictions on the Site. Customer and End Users further agree to notify Vulcan immediately upon discovery or suspicion of compromise of the confidentiality of any User Credentials or the Site, and of any change in contact information for any End User. Customer and End Users shall be solely responsible for securing each User Credential and preventing misuse or unauthorized use of the User Credentials, including by former employees. As part of this obligation, Customer and End Users must advise Vulcan promptly upon the change of authorization affecting any End User of Customer to whom a User Credential has been assigned, in order to allow Vulcan to alter, suspend, or terminate the access rights under that End User’s User Credentials. Vulcan uses industry-standard security protocols, but no information security protocol or arrangement is foolproof or unbreachable; therefore, the support of User Credentials by Vulcan on the Site is not a representation that information published or designated for access only by certain User Credentials, credential types, or credential levels is guaranteed to be so restricted. Customer acknowledges that no access control, credentialing, or electronic security system is foolproof and that information will be at least accessible and reviewable according to Section 3. Customer shall be responsible for all use of the Site accessed in connection with the User Credentials of any End User of Customer, including former personnel for which Customer has not timely notified Vulcan of the need to terminate User Credential access. In particular, without limitation, Vulcan shall be entitled to rely upon the authority to act for Customer of any person accessing the Site with a User Credential assigned to an End User.
a. Compliance with Law and Requirements. Customer and End Users agree not to use the Site in any way that (i) is not strictly related to a current, ongoing business between Vulcan and the Customer itself; (ii) uses the Site as the Customer’s or End User’s sole repository of any file, data, communication, or information; (iii) relies on the Site in a manner that the Customer’s or End User’s interests may be compromised if the Site or any information, data, files, or communications thereupon become temporarily or permanently unavailable, with or without notice; (iv) violates or infringes upon the rights of any others (including without limitation the right of privacy or the right of publicity, copyright, or trade secrets), (v) may be illegal, abusive, profane, obscene, immoral, indecent, threatening, slanderous, libelous, scandalous, or offensive to an average person, (vi) contains or triggers any virus or other software or code that may harm, interfere with, or alter the operation of any equipment, software, data, or Content of Vulcan, any End User, or any third party, (vii) violates any law, regulation, or regulatory advisory opinion, including particularly, but without limitation, those in the areas of antitrust, fair trade and competition, and securities laws, (vii) is false, fraudulent, or misleading. Customer agrees to comply with, and to cause its End Users to comply with, all applicable laws, rules and regulations in connection with this Site and this Agreement. Without undertaking any obligation, Vulcan and its providers reserve the right to report any suspicious or potentially illegal activity to legal authorities, and to comply with all requests for information from legal authorities.
b. Customer Instructions and Customer-Originated Content. Customer agrees to, and to cause its End Users to, provide only accurate, truthful, and complete information regarding payments, and not to provide any information that is misleading in any way, or any payment instruction or financial information except that for which Customer and End Users have the legal authority to authorize payment. Customer agrees that Vulcan and its service providers may rely on financial information and instructions provided by End Users or under an assigned User Credential, and that End Users’ providing of such information and instruction in each case constitutes a representation to Vulcan that the End User is properly authorized by Customer to take and instruct such action and to cause the contemplated transaction to occur.
c. Linked Sites. The Site may, from time to time, contain links to other websites, service providers, and systems, including without limitation payment processors and financial institutions (each, a “Linked Site”). The Linked Sites may not be under the control of Vulcan, and Vulcan is not responsible for the contents of any Linked Site not under Vulcan’s actual control, including without limitation any link contained in a Linked Site, any capabilities or services useable from a Linked Site, or any changes or updates to a Linked Site. Vulcan is not responsible for any Content or any transmission received from any Linked Site. Vulcan provides such links to Customer and End Users only as a convenience, and the inclusion of any link does not imply endorsement by Vulcan of the site or any association with its operators unless otherwise stated.
d. Content Review and Control. Any Content in connection with the Site, including payment instructions and information about access events and patterns, is subject to review and viewing by Vulcan or persons authorized by Vulcan. Vulcan has adopted and implemented a policy of terminating access by, or the entire accounts of, those that appear to be in violation of this Agreement. Customer activity (including that of End Users) on the Site may be viewable by employees of Vulcan or others. Vulcan also reserves the right to remove or disable materials if, in Vulcan’s sole judgment, the material is likely to infringe the rights of a third party, whether or not actual notice of a potential claim has been received.
e. Discretion of Vulcan. Vulcan and its authorized representatives reserve the right in their sole discretion, to edit or delete any information, software or other Content appearing on the Site, regardless of whether it violates applicable standards for Content, for any reason. Customer and End Users agree that the final determination regarding whether Content published or sought to be published in connection with the Site falls within a prohibited category under this Section 3 rests solely with Vulcan and those whom Vulcan may authorize. Violations of any provision of this Agreement, including without limitation the provisions of this Section 3, may be dealt with in Vulcan’s sole discretion by removal of violating Content without notice; denial or suspension of access; reporting to government authorities; or any such other remedies or actions as may be otherwise legally available to Vulcan or any aggrieved party, including the provisions of the Digital Millennium Copyright Act, the Computer Fraud and Abuse Act, and the No Electronic Theft Act.
f. Non Use of Trademarks. Customer agrees not to use, or permit its End Users to use, the trademarks, logos, symbols, or any other mark, device, or commercial identifier of Vulcan or any aspect of the Service without the express written consent of Vulcan.
g. Copying and Use of Materials. All copying, distribution, publication, and public display of the Site or Content (with the exception of Customer-Originated Content) which is not specifically authorized by this Agreement is prohibited unless done with the express written permission of Vulcan. In particular, without limiting the generality of the foregoing, Customer and End User acknowledge and agree that the following provisions apply to all Content (including without limitation all facts, data, third party postings and original creative works) made available on or through the Site, and that the making available or compiling of Content, and each capability of the Site, each comprise good and sufficient consideration for Customer’s and End User’s promise to refrain from any acts that would otherwise be unrestricted by the laws of copyright, trade secret, patent or any other law:
i. In any copying, redistribution, or publication of copyrighted material, any changes to or deletion of author attribution or copyright notice are prohibited. Customer and End Users assume all risks regarding the determination of whether any Content is the subject of copyright, is in the public domain, or is otherwise subject to limitations by contract or law.
ii. Software accessible by or on the Site may not be reverse engineered unless specifically authorized by the owner of the software, except where required to be permitted by non-waivable provisions of applicable law.
iii. As a condition of Customer’s use of the Site, Customer represents and warrants to Vulcan that Customer will not use, and will not permit its End Users to use, the Site for any purpose that is unlawful or prohibited by this Site Agreement.
iv. Customer and End Users may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other entity's use and enjoyment of the Site.
v. Customer and End Users may not download, access, copy, decompile, compile, manipulate, or otherwise obtain or use any of the data, information, or other Content made available on or through the Site for any purposes other than Customer’s internal use for the purposes of Customer’s ordinary business.
vi. Customer and End Users may not resell, display, distribute, sublicense access to (whether or not any of such act are for commercial gain or advantage), or take any commercial actions with any Content or portion of the Content, regardless of whether such content comprises facts or original or creative content.
h. Authorization/Grant of License. By using the Service, uploading Content, or sending any Content to Vulcan (including e-mails or financial instructions), Customer and End Users grant Vulcan and its service providers the authorization to take such steps as are necessary to complete any transaction directed by an End User, along with a nonexclusive license to use the Content and information for purposes of effecting such transactions.
i. Vulcan Property. Customer and End Users acknowledge and agree that all Content created by or for Vulcan and all aspects of the Service (including without limitation, software code, screen views or templates, interfaces, html (or other pertinent language) mark-up, and any other writing or expression) are not within the public domain. Customer and End Users may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any Content (other than Customer-Originated Content) received or accessed through the Service, except as expressly provided in this Agreement.
a. Permissible. This Agreement, together with any Restricted Access Policies and notices provided to Customer or End Users (by pop-up, agreement, logon notice, mail, or otherwise), sets out the terms and conditions of access to and use of the Site and the Services. This Agreement (including as so amended) shall supersede and control to the exclusion of any conflicting terms of any prior or subsequent terms or conditions of any terms, conditions, policies, or purchase orders issued to Vulcan by Customer or End User that may address issues related to any Service, regardless of whether such order is signed by Vulcan. The technology behind and issues relating to websites and Internet protocol communications is constantly changing, and Customer and End User agree that it may be necessary or prudent within Vulcan’s sole discretion to revise, amend, or supplement this Agreement from time to time. Such revised, amended, or supplemented terms (“Changed Terms”) shall become effective for each Site upon the first use of such Site by Customer or End Users following notice to the Customer or End Users of the Changed Terms. A printed version of this Agreement and of notice given in electronic form, if any, shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
b. Limitations. Any acknowledgment by Vulcan of an e-mail or other communication from the Customer or End User that is in any way inconsistent with, or adds to, the provisions of this Agreement is null and void to the extent of such inconsistency. Neither the course of conduct between parties nor trade practice may act to modify the provisions of this Site Agreement. Vulcan may authorize or allow its contractors and other third parties to provide to Vulcan, and/or to Customer, Sites necessary or related to making the Site available and to perform obligations and exercise rights of Vulcan under this Agreement.
5. NON-TRANSFERABILITY. Customer’s right to use the Site or to designate End Users is not transferable. Customer may not sublicense, assign or transfer this Agreement, except with Vulcan’s consent. Any attempt to sublicense, assign or transfer this Agreement, or any of the rights, duties or obligations under this Site Agreement, except with the prior written consent of Vulcan, is void.
6. EQUIPMENT AND CLIENT SPECIFIC EXTRANET PROVIDERS. Customer is responsible for and must provide all computer and other equipment and websites necessary to access the Site and use the Software.
8. INDEMNIFICATION. Customer agrees to indemnify and hold Vulcan, including its affiliates and their officers, agents, employees, suppliers, and Site providers, harmless from any claims, liability, and expenses, including reasonable attorneys fees, whether in tort or in contract, that it or any of them may incur by reason of or arising out of any claim that is made by any third party relating to Customer’s or End User’s breach of the Agreement or to the presence or use of any Customer-Originated Content in connection with the Site.
9. LIMITATIONS. THE SERVICES, CONTENT, INFORMATION, SOFTWARE, AND PRODUCTS INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. IN THE EVENT OF A TYPOGRAPHICAL ERROR RELATING TO PRICE OR QUANTITY OR QUALITIES OF AN ITEM FEATURED, DESCRIBED, OR OFFERED BY VULCAN, VULCAN RESERVES THE RIGHT TO REFUSE TO FILL ANY ORDER OR ORDERS THAT RELY ON SUCH TYPOGRAPHICAL ERROR. VULCAN MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CLIENT SPECIFIC EXTRANET AT ANY TIME, WITHOUT PRIOR NOTICE. VULCAN AND/OR ITS AFFILIATES AND/OR RESPECTIVE SERVICE PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE CONTENT, INFORMATION, SITE AND RELATED MATERIALS CONTAINED ON THE SITE FOR ANY PURPOSE. ALL SUCH CONTENT, INFORMATION, SITE AND RELATED MATERIALS CONTAINED ON THE SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. VULCAN AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO THE CONTENT, INFORMATION, SITE AND RELATED MATERIALS CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VULCAN DOES NOT WARRANT THAT THE SITE WILL BE FREE OF ERRORS OR VIRUSES. IN NO EVENT SHALL VULCAN AND/OR ITS AFFILIATES AND/OR SUPPLIERS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, WITH THE RECEIPT OF INCOMPLETE INSTRUCTIONS OR ORDERS, WITH THE NON-RECEIPT OF INSTRUCTIONS OR ORDERS, WITH THE FAILURE TO COMPLETE INSTRUCTIONS OR ORDERS, OR WITH ANY CONTENT, OR OTHERWISE ARISING OUT OF OR RELATED TO THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VULCAN OR ANY OF ITS AFFILIATES OR SUPPLIERS OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/ JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. IF CUSTOMER IS DISSATISFIED WITH ALL OR ANY PORTION OF THE SITE, OR WITH ALL OR ANY OF THESE TERMS AND CONDITIONS, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
10. BENEFIT OF SECTIONS. The provisions of Sections 2, 3, 4, 5, 7, 8, 9, 14 and 15 are for the benefit of Vulcan and its affiliates, officers, directors, employees, and agents; and each shall have the right to assert and enforce such provisions directly on its own behalf against Customer and End Users.
11. GOVERNING LAW / JURISDICTION. This Agreement is made in Alabama, and shall be governed by and construed in accordance with the laws of Alabama except that no conflicts-of-laws provision shall be invoked so as to use the laws of any other jurisdiction. Customer consents to jurisdiction of the courts residing in the State of Alabama for all disputes arising out of or in connection with this Agreement, and such courts shall have exclusive venue and jurisdiction over such disputes. By consent and agreement of Customer, to the extent such consent and agreement may be given effect, venue shall be considered proper in the courts within Jefferson County, Alabama.
12. SEVERABILITY. If any provision of this Agreement is determined to be invalid, it shall be deemed severed from the remainder of the Agreement to the extent of such invalidity, and all other provisions shall remain in full force and effect.
13. TERMINATION. This Agreement is effective until terminated by either party. Customer may terminate this Agreement at any time by discontinuing use of and access to the Site and destroying all materials obtained from the Site (excluding Customer-Originated Content). Vulcan reserves the right, in its sole discretion, to terminate or suspend any Customer’s, or any particular End User’s, User Credentials, access, and ability to use the Site at any time, without notice. The provisions of Sections 3, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive any termination of this Site Agreement.
14. INJUNCTIVE RELIEF. Customer acknowledges and agrees that any violation of the terms of this Agreement relating to the disclosure, use, copying, distribution, display or publishing of Content (other than Customer-Originated Content) (including without limitation, trademarks) may result in irreparable injury and damage to Vulcan and its affiliates that may not be adequately compensable in money damages, and for which Vulcan and its affiliates will have no adequate remedy at law. Customer therefore consents and agrees that Vulcan and its affiliates may obtain injunctions, orders or decrees as may be reasonably necessary ensure compliance with this Agreement. Customer waives any requirement of bond that may apply for issuance of any injunctions, orders, or decrees.
15. CUSTOMER RESPONSIBILITY FOR END USERS. Customer shall control, be responsible for, and be bound by all conduct of all End Users of Customer in connection with the Site. All consents, acknowledgements, and agreements set forth in this Agreement by Customer are understood to also be made by Customer on behalf of its End Users, for whom Customer represents and warrants it has the authority to speak in connection with such matters.
16. INDEPENDENT CONTRACTORS. You and Vulcan are independent contractors, and not principal and agent. Nothing contained in this Agreement, and no course of conduct between the parties, shall be construed to create a partnership, dealership, reseller, agency, employment, or joint venture relationship. You do not have the right to bind or otherwise obligate Vulcan in any manner, nor may You represent to anyone that You have the right to do so.
17. COMPLETE AGREEMENT. This Agreement together with any amendments provided to Customer or End Users (by pop-up, agreement, logon notice, mail, or otherwise) as set forth in Section 4, constitutes the entire agreement between Vulcan and Customer and supersedes any prior oral or written agreement or understanding between the parties.