This Website and User Account Agreement (the “User Terms”) governs access to and use of the website, customer portal, online store, account features, and related digital services operated by 212 Visual, Inc. (“212 VISUAL,” “we,” “us,” or “our”). Before creating an account, accepting an invitation, placing a purchase order, completing a purchase, accessing an account, or using account features, the user must be presented with these User Terms in full and must affirmatively click “I ACCEPT” upon account activation to indicate agreement to these User Terms on behalf of the user and the organization the user represents (“Customer”). No account may be created, no purchase order or purchase may be submitted, and no applicable account access or feature may be enabled unless and until the user affirmatively clicks “I ACCEPT.” 212 VISUAL may maintain records of user assent, including date/time, account, IP/device metadata, version accepted, and transaction context.
1. Eligibility and Business Use
The site and online store are intended solely for business, governmental, educational, nonprofit, and other organizational use—not for personal, family, or household purposes. Users must be at least 18 years old and legally capable of entering into a binding agreement. 212 VISUAL may approve or decline any registration or invitation request.
2. Authority to Act for Customer
Each user represents that the user is authorized to act for Customer, provide information, request quotations, view Customer-specific information, and—if purchasing access is enabled—place binding orders and use Customer’s approved payment methods or credit terms. Users may only use payment methods they are authorized to use. Customer authorizes charges submitted through its accounts. 212 Visual may rely on submitted purchase orders/payment credentials. Customer must promptly report unauthorized payment use. Customer is responsible for orders and other actions taken through credentials issued to its authorized users until 212 VISUAL receives and has a reasonable opportunity to act on notice that authority has been revoked.
3. Account Registration and Security
Users must provide accurate, current, and complete information and keep it updated. Users must not upload regulated, sensitive, or protected personal information, such as social security numbers, health information, or government identification numbers, unless expressly authorized by 212 Visual.
Credentials are individual and may not be shared. Customer and each user must use reasonable safeguards, promptly notify 212 VISUAL of suspected unauthorized access, and immediately request removal of access for personnel who leave Customer’s organization or no longer have authority.
Customer is responsible for maintaining its authorized-user list and for activity occurring through its accounts, except to the extent caused by 212 VISUAL’s failure to use commercially reasonable security measures or otherwise prohibited by law.
4. Customer-Specific Information
The portal may display pricing, discounts, product availability, project information, order history, documents, and other information specific to Customer. Customer will treat nonpublic pricing and account information as confidential and will disclose it only to personnel and professional advisers who need it for Customer’s business. Customer may not share such information with competitors or use it to benchmark, scrape, or commercially exploit 212 VISUAL’s offerings. Confidentiality obligations survive account termination.
5. Acceptable Use
Users may use the site only for lawful evaluation, purchasing, account administration, and related business purposes. Users may not:
- Impersonate another person or misrepresent authority or affiliation;
- Access another customer’s account or data;
- Probe, scan, test, bypass, or interfere with security or access controls;
- Introduce malware or harmful code, or overload or disrupt the site;
- Scrape, crawl, harvest, copy, or use automated tools to extract site content, pricing, or data without 212 VISUAL’s written permission;
- Reverse engineer or attempt to derive source code, except where applicable law expressly permits it;
- Use site content or data to train an artificial intelligence or machine-learning system without 212 VISUAL’s written permission;
- Use automated agents to generate competitive intelligence, pricing databases, or derivative catalogs; or
- Use the site or products in violation of law, sanctions, export controls, manufacturer restrictions, or third-party rights.
Customer represents that neither it nor its users are located in, organized under, or acting on behalf of persons or entities subject to applicable sanctions restrictions.
6. Orders and Related Policies
Use of an account does not guarantee product availability, credit approval, pricing, or acceptance of an order. Purchases are governed by 212 VISUAL’s Online Equipment Sales Terms and Conditions and Return and Cancellation Policy in effect when the order is submitted. 212 VISUAL’s Privacy Policy explains its handling of personal information. If a separately signed agreement between 212 VISUAL and Customer directly conflicts with these User Terms, the signed agreement controls for that conflict.
7. Intellectual Property
The site and its software, design, text, graphics, product organization, databases, and other content are owned by 212 VISUAL or its licensors and are protected by intellectual property laws. 212 VISUAL grants users a limited, revocable, nonexclusive, nontransferable right to use the site for permitted business purposes only. Manufacturer names, trademarks, images, and specifications remain the property of their respective owners. No other license is granted.
8. Third-Party Services and Links
The site may rely on or link to payment processors, carriers, manufacturers, analytics providers, and other third parties. Their services may be subject to separate terms. 212 VISUAL is not responsible for third-party sites or services outside its control, but this provision does not limit responsibilities 212 VISUAL cannot legally disclaim.
9. Availability and Changes
212 VISUAL may maintain, modify, suspend, or discontinue site features and does not guarantee uninterrupted or error-free availability. 212 VISUAL may correct errors and update content. Product descriptions and availability are further addressed in the Online Equipment Sales Terms and Conditions.
10. Changes to User Terms
212 VISUAL may revise these User Terms from time to time. If a change is material, 212 VISUAL will provide reasonable advance notice through the site, by email to an address associated with Customer’s account, or by requiring acceptance at next login before continued use of the account. Non-material changes are effective when the updated User Terms are posted, and 212 VISUAL will update the “Effective date” shown below.
Changes apply prospectively only. Except where required to address security, legal, or manufacturer requirements, revised User Terms will not apply retroactively to matters arising before their effective date. Any change to Section 15 (Governing Law; Venue) or to any other dispute-resolution provision will not apply to a dispute of which the parties had actual notice before the change’s effective date.
For material changes, 212 VISUAL may require Customer or a user to accept the revised User Terms — for example, through an acceptance prompt at next login — before further use of the account. Continued use of the site or account after the effective date of a change constitutes acceptance of the revised User Terms. If Customer does not agree to a revised version, Customer must stop using the site and may request account closure under Section 11 (Suspension and Termination).
11. Suspension and Termination
212 VISUAL may suspend or terminate access when reasonably necessary to protect the site, 212 VISUAL, Customer, other users, or third parties; address suspected fraud or security events; comply with law or manufacturer requirements; respond to nonpayment; or enforce these User Terms. Customer may request account closure by contacting 212 VISUAL. Provisions that by their nature should survive will survive termination.
12. Disclaimers and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” 212 VISUAL DISCLAIMS IMPLIED WARRANTIES REGARDING THE SITE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 212 VISUAL DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, 212 VISUAL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM SITE USE. 212 VISUAL’S AGGREGATE LIABILITY RELATING SOLELY TO SITE ACCESS, EXCLUDING LIABILITY GOVERNED BY PRODUCT-SALE TERMS OR A SEPARATE SIGNED AGREEMENT, SHALL NOT EXCEED AMOUNTS PAID THROUGH THE SITE DURING THE PRECEDING TWELVE MONTHS. THESE LIMITATIONS DO NOT APPLY WHERE PROHIBITED BY LAW.
13. Indemnification
To the maximum extent permitted by applicable law, Customer and its authorized users will defend, indemnify, and hold harmless 212 VISUAL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to: (a) Customer’s or any user’s breach of these User Terms or any policy incorporated by reference; (b) use of, access to, or activity occurring through Customer’s accounts, credentials, payment methods, purchase orders, or credit terms, except to the extent caused by 212 VISUAL’s failure to use commercially reasonable security measures or otherwise prohibited by law; (c) any Customer-provided content, materials, files, artwork, specifications, data, instructions, trademarks, logos, images, or other materials, including any allegation that such materials infringe, misappropriate, or violate the intellectual property, privacy, publicity, confidentiality, or other rights of a third party; (d) Customer’s or any user’s misuse of the site, products, services, information, pricing, documents, or data; or (e) Customer’s or any user’s violation of applicable law, sanctions, export controls, manufacturer restrictions, or third-party rights.
212 VISUAL will provide Customer with notice of an indemnifiable claim after becoming aware of it, provided that any delay will not relieve Customer of its obligations except to the extent Customer is materially prejudiced. Customer may not settle any claim in a manner that admits fault by 212 VISUAL, imposes nonmonetary obligations on 212 VISUAL, or limits 212 VISUAL’s rights without 212 VISUAL’s prior written consent. 212 VISUAL may participate in the defense of any claim with counsel of its choice at its own expense, and Customer will cooperate reasonably with 212 VISUAL in connection with the defense and resolution of any indemnifiable claim.
14. Electronic Communications
Customer consents to receive transactional communications electronically, including account notices, order confirmations, invoices, shipping notices, security alerts, and policy updates. Marketing communications may be managed through the methods provided in those messages, but opting out of marketing will not prevent necessary transactional communications.
15. Governing Law; Venue
These User Terms are governed by Indiana law, without regard to conflict-of-law principles. Any action arising from these User Terms must be brought in the state or federal courts located in Marion County, Indiana, and the parties consent to those courts’ jurisdiction, except where applicable law requires otherwise.
16. General Terms
These User Terms, together with the policies incorporated by reference, are the entire agreement regarding site and account use unless a signed agreement provides otherwise. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain effective. 212 VISUAL’s failure to enforce a provision is not a waiver. Customer may not assign these User Terms without 212 VISUAL’s consent; 212 VISUAL may assign these User Terms, including Customer information and accounts, in connection with a merger, reorganization, or sale of relevant assets without Customer’s consent.
17. Contact and Effective Date
212 Visual, Inc. | 9465 Counselors Row, Suite 200, Indianapolis, IN 46240 | Privacy@212visual.com | 317-537-1288