Terms & Conditions

The II-VI Partner Center is intended for II-VI authorized Manufacturer’s Representatives and Distribution Partners. This website provides II-VI proprietary materials such as product information and other tools designed to train and assist our extended sales team in selling II-VI products. Any other use of this site or sharing of material with any person or company other than a II-VI customer or potential customer is expressly prohibited. Before using this site, you must agree to the Terms of Use below by clicking on the ‘agree’ button.

1. Acceptance of Terms of Use: By using the II-VI Partner Center website (“Website”), you agree to this Terms of Use (“TOU”) contract in its entirety. If you do not agree to the TOU, you must discontinue all use of the Website immediately. Subsequent use of the Website will constitute acceptance of this contract in its entirety.

2. Revision of Terms of Service: This Website is operated by II-VI Incorporated (“we”, “our”, or “us”). We may revise the TOU at any time by updating this contract and any such revisions will be effective immediately. By using the Website, you agree to be bound by any such changes to the contract. If any future revisions to the TOU are unacceptable to you, you must discontinue all use of the Website. Otherwise, your continued use of the Website will constitute acceptance by you of the TOU in its entirety.

3. Proprietary Rights: As between you and us, we own, solely and exclusively, all rights, title and interest in and to the Website, all the materials thereon, the look and feel, design and organization of the Website. You expressly agree to keep all content, data and materials accessed on the Website confidential and to share the content, data and materials only with current II-VI customers or potential customers. Information accessed from this Website shall not be shared with any of II-VI’s competitors at any time for any reason. In addition to the foregoing, this Web site and all the materials thereon are subject to any terms of confidentiality included in any existing agreement between you and us (including any non-disclosure agreement(s), distribution, sales representation agreements, and the like), the terms of which are specifically incorporated into the TOU.

4. Violating Uses; Civil Liability: You acknowledge and agree that the Website contains valuable materials and information which you are allowed to access, in our sole discretion, provided that you do not violate any TOU provision. The content and information appearing on the Website are exclusive to us protected by applicable intellectual property, and other, laws. Any use of the content or information on the Website that violates, or breaches, this TOU may make you liable to us for damages and, in addition, may violate copyright and other laws of the United States as well as applicable state laws. For example, a civil proceeding for breach of contract may be initiated upon violation, or breach, of the TOU provisions. If your use has been terminated or blocked, or your relationship with II-VI has been terminated, you agree not to bypass blocked access, or to continue to use the Website, under a different name or IP address.

5. Account Registration: Your Website access requires an account registration. By accepting the TOU you warrant to us that you have the authority and capacity to agree and abide by the TOU. If you are a representative of an entity, you warrant that you are an agent of the entity, and warrant that you are authorized to act on its behalf in an official capacity on the Website. You agree to maintain the confidentiality of your account information and agree not to share or distribute your password or account information with any third party. You are solely responsible for maintaining the confidentiality of your account information and password and providing us with accurate account information. You shall be responsible for all uses of your registration and password, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your account or password.

5. Choice of Law and Forum; Attorneys’ Fees and Costs: You acknowledge and agree that this TOU shall be governed by the laws of the State of California, without regard to its choice of law provisions. You further agree that any and all claims, actions, or disputes which arise out of, or relate in any way to, your use of the Website, or to the TOU will be brought in the state or federal courts located in California. You further agree to submit to the personal jurisdiction of the state or federal courts of the State of California and agree to waive any and all objections to the exercise of jurisdiction and venue over you in such courts. You agree that, if we prevail against you in any dispute arising from, or relating to, this TOU, you shall pay to us all of our reasonable attorneys’ fees and all costs incurred in connection with such dispute.

6. Representations and Disclaimer of Warranties: You agree that your use of the Website shall be at your sole risk. We present the Website “AS IS” and expressly disclaim any and all representations and warranties, express, implied or statutory, regarding your use of the Website or the accuracy, completeness, or reliability of any content or information appearing on the Website. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. We do not represent that use of the Website will be uninterrupted or error-free. Any content or information downloaded or otherwise obtained through use of the Website is accessed at your own discretion and risk, and you are solely responsible for, and waive, any and all claims and causes of action for damage to your computer system, internet access, download or display device, or loss of data that results from the download of any such material or information.

7. Indemnification: We shall not be liable for any claims made against you or us relating to, or arising directly or indirectly from, your use of the Website, or your violation, or breach, of the TOU. You agree to indemnify, defend and hold us and our affiliates, owners, members, shareholders, directors, officers, employees, and agents harmless from and against any claim or cause of action asserted by any third party relating to, or arising from, directly or indirectly, in whole or in part, your use of the Website, the use of the Website by any other person who accesses it using your account information, your IP address, or your violation, or breach, of the TOU and from any damages (including, without limitation, punitive, direct, incidental, indirect, special or consequential damages and, lost revenue, or lost profits) and reasonable attorneys’ fees and costs, relating thereto.

8. Waiver; Severability: Any failure by us to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision, or any other rights or provisions contained in the TOU. If any provision of the TOU is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

9. Termination: We reserve the right, in our sole discretion, to terminate, or restrict, your use of the Website for any, or no, reason, and without notice, obligation or liability to you or any other person. We also reserve the right, in our sole discretion, to terminate, or modify, any Website feature or offering, for any, or no, reason, and without notice, obligation or liability to you or any other person. If your use of the Website is terminated, you agree to cease all use of the Website immediately.