These Terms and Conditions (the “Terms”) are entered into by and between you (as defined below) and Victor Technologies, Inc (“Victor,” “Company,” “we” or “us”). These Terms govern access to and use of the Victor websites and services (collectively, the “Website”) by (i) site visitors (the “Site Visitors”), and (ii) by individuals or entities who purchase services (the “Victor Services”) or create an account (an “Account”) and their Authorized Users (collectively, “Customers”). The Website, the Victor Services, and any API, as defined herein, shall collectively be referred to as the “Victor Platform.” By using the Victor Platform, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is an individual natural person, whether an employee, business partner, contractor, or agent of a Customer who is registered or permitted by Customer to use the Victor Platform subject to these Terms and up to any maximum number of users or uses specified at the time of purchase. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

You represent and warrant that you are: (a) of legal age in your resident jurisdiction and competent to agree to these Terms; and (b) you (or your Authorized Users, as applicable) are not and will not when using the Victor Platform be located in, under the control of, or a national or resident of any country outside of the United States. You acknowledge that you are not permitted to use the Victor Platform if you cannot make these representations. If we have previously prohibited you from accessing the Victor Platform, you are not permitted to access the Victor Platform. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

If you are a Customer and you or your organization are bound by a Master Services Agreement with Victor (the “Corporate Terms”), then your Corporate Terms are incorporated by reference and will supplement these Terms. To the extent that a conflict exists between these Terms and your Corporate Terms, your Corporate Terms will control. References to the Terms include all applicable Corporate Terms.
BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE VICTOR PLATFORM, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE VICTOR PLATFORM IMMEDIATELY.

1. License to Use the Services.

• a. Membership.After agreeing to these Terms and providing any other necessary payment information, you will be permitted to create an Account to access one or more Victor Services on the Victor Platform for a particular period of time (a “Membership”).
• b. Content. “Content” includes but is not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof on the Victor Platform. The Victor Platform and the Content are owned by Victor or its affiliates, licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
• c. API. Victor may make one of more application programming interfaces (each, an “API”) available to you. Use of an API or certain features of an API may require that you have authorized access to certain Third-Party Services, as such term is defined herein. Your use of the API will be subject to these Terms as well as any terms associated with the Third-Party Service. You authorize Victor to use any Credentials provided by you or by the Third-Party Service in order to access the Third-Party Services on your behalf, and you acknowledge that you remain responsible for all activities taken by you or someone using your Credentials via an API.
• d. Limited License. Except as otherwise restricted by these Terms, Victor grants you a limited, non-exclusive and non-transferable license to access and use the Victor Platform and the Content for your internal business purposes and only as expressly permitted in these Terms during the period of your Membership. You shall not use or permit use of the Victor Platform or the Content for any illegal purpose or in any manner inconsistent with the provisions of these Terms. During the period of your Membership, you may display, copy, and download Content on the Victor Platform provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for your internal business purposes or otherwise in accordance with any applicable Membership; and (c) do not modify them in any way. Your Membership may include restrictions and requirements that outline the features that you will be able to access. Any violation by you of these Terms may result in the immediate termination of your right to use the Victor Platform or the Content, as well as potential liability for copyright infringement or other claims depending on the circumstances. If you are or become a direct competitor of Victor, you may not access or use the Victor Platform or the Content without Victor’s explicit, advance, written consent, and then only for the purposes authorized in writing.
• e. Trademarks. The name, trademarks, logo, and all related names, logos, product and service names, designs, and slogans of Victor or the Victor Services (collectively, the “Marks”) are registered or unregistered trademarks of Victor or its affiliates or licensors. The Marks may not generally be used in any advertising or publicity, or otherwise to indicate Victor’s sponsorship of or affiliation with any product, service, event, or organization without Victor’s prior express written permission. All other names, logos, product and service names, designs, and slogans on the Victor Platform are the trademarks of their respective owners.
• f. Software Use Restrictions. Software available for downloading through the Victor Platform or third-party websites or applications (the “Software”) is the copyrighted work of Victor and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law and may result in civil and criminal penalties. Violators may be prosecuted.
• g. Feedback. You agree that you may offer or be asked to offer recommendations, suggestions, ideas, derivations, enhancement requests or other feedback concerning the operational and functional capabilities of the Victor Platform (“Feedback”). You hereby assign to Victor all right, title, and interest in and to any Feedback. You agree that Victor is free to make unrestricted use, copy, modify, sell, distribute, sub-license, and create derivative works of the Feedback without any necessity of payment or attribution to you. Feedback will not be deemed your Confidential Information.
• h. Third-Party Services. You may choose to obtain products or services and related materials that are provided, licensed, or supported by third parties, including from affiliates of Victor (including open-source software licenses) (“Third-Party Services”) for use with the Victor Platform. Certain Third-Party Services are provided pursuant to the terms of the applicable third-party license or separate agreement between the licensor of the Third-Party Services and you, and Victor assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Services. Third-Party Services are provided “AS IS” for your convenience only and Victor makes no representation or warranty regarding the Third-Party Services and any modifications, improvements, enhancements, additions, or derivations thereto made or provided by Victor, whatsoever.