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TSN Customer Portal EULA:

Last updated 5/1/2016

IMPORTANT- PLEASE READ THIS AGREEMENT CAREFULLY: This EULA (End User License Agreement) is a legal contract between you (either an individual or a single business entity) (hereinafter referred to as “Licensee”) and The Steel Network, Inc. (“TSN”), for the Web Based & Mobile Applications (hereinafter referred to as “TSN Software”) (as defined below).

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE TSN SOFTWARE. YOU AGREE THAT THIS EULA IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED CONTRACT SIGNED BY YOU. THIS EULA IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE TSN SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THIS EULA. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE TSN SOFTWARE.

  1. Access & License Grant: Subject to the terms and conditions of this EULA, TSN hereby grants to Licensee and its Authorized Employees a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and use the TSN Software on the TSN Website or Mobile Application in object code form only, via the internet. TSN may, from time to time, provide updates or revisions to the TSN Software, but is not obligated to do so under this EULA. TSN does not claim ownership of any data, information, or content that Licensee provides through the use of the TSN Software. Licensee consents to TSN’s collection use and disclosure of aggregated anonymous data for general business purposes and TSN Software improvement. TSN may also utilize the information provided from time to time to contact the Licensee to provide customer service or promotional information for products and services offered by TSN and its subsidiaries.

  2. Restrictions: Licensee acknowledges and agrees that the TSN Software is proprietary and is protected by copyright and other laws. Licensee may not remove any copyright or other proprietary notices from the TSN Software and shall not make any copies of said TSN Software. You acknowledge that the TSN Software contains trade secrets. You may not under any circumstances alter, modify, adapt, translate or create a derivative work based on the TSN Software, or disassemble, decompile or otherwise reverse engineer the TSN Software or its output.

  3. Limited Warranty: Considerable time, effort and expense have gone into the development of the TSN Software, and it has been thoroughly tested and used. However, except as otherwise specifically provided herein, no warranty is made on its accuracy or reliability. The results are not, and should not be treated as, a replacement for a licensed professional engineer.  All information and results produced by the TSN Software should be reviewed and approved by the licensed professional engineer of record on the specific project and for the intended use. In the event the TSN Software is found to be defective, TSN’s only obligation is to remedy the defective media at its own discretion. TSN will in no event have obligations or liabilities for incidental or consequential damages associated with the use of the TSN Software. No other warranty is made.

    THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING STATES TSN’s ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL TSN, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS PRODUCT (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR THE LIKE), EVEN IF TSN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TSN'S LIABILITY EXCEED THE AMOUNT YOU PAID FOR THIS PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  4. OWNERSHIP. Subject only to the License expressly granted in Section 1 hereof, TSN shall retain all right, title and interest, including all copyrights, patents, trade secrets, moral rights and all intellectual or industrial property rights of every kind and description, in and to (a) the TSN Software, (b) all portions, modules, class files, extracts, database data models, data definitions, data or meta-data or content provided by TSN, variable definitions, methods, inherited characteristics of the TSN Software, (c) all inventions, works of authorship, ideas, trade secrets, documents, software, data, information and all tangible and intangible property contained or embodied in the TSN Software, or otherwise licensed or delivered hereunder, and (d) all compilations, selections, arrangements and derivatives of any of the foregoing (a), (b) or (c). Licensee acknowledges and agrees that the TSN Software constitutes a valuable trade secret and asset of TSN. In addition, TSN shall own any and all inventions, improvements, materials and property developed in connection with Licensee’s use of the TSN Software, and, to the extent that, by operation of law or otherwise, any right, title, or interest in any such inventions, improvements, materials or property vests in Licensee, Licensee hereby irrevocably and unconditionally assigns to TSN and forever waives and agrees never to assert all such right, title and interest. At TSN’s request and expense, Licensee will provide reasonable assistance and cooperation to TSN, will give testimony and execute documents, and will take such further acts reasonably requested by TSN to acquire, transfer, maintain, perfect, and enforce TSN’s rights herein.

  5. COMPLIANCE WITH LAWS: Licensee shall comply with all applicable laws and governmental rules and regulations relating to its business and the marketing, sale of services using the TSN Software. TSN shall not have any responsibility relating to the foregoing including, without limitation, advising Licensee of Licensee’s responsibility in complying with any such laws, rules, or regulations. If the performance by Licensee of its duties under this EULA violates, or in TSN’s judgment is likely to violate, any applicable laws or governmental rules or regulations, TSN may, upon written notice to Licensee, immediately terminate this EULA and all other rights granted to Licensee hereunder without further liability to Licensee.

    1. Export Control: The commodities, technology, and/or software specified in this EULA were or will be exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited. Licensee covenants that it will not, without obtaining prior authorization from the office of Export Administration of the United States Department of Commerce or other appropriate authority, access, export, re-export, or otherwise disclose, directly or indirectly, all or any part of the TSN Software or Confidential Information received from TSN, or permit any direct product of that TSN Software or Confidential Information to be accessed, shipped, directly or indirectly, to any country prohibited from receiving software, technology, or other information or goods which are of a class which is similar or related to the TSN Software, under the United States Department of Commerce Export Administration Regulations.

    2. U.S. Government Restricted Rights: The TSN Software and related documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 - 7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer for such purpose is TSN.

  6. Miscellaneous:

    1. TSN Website Policies: All TSN polices found here apply: http://www.steelnetwork.com/site/Policies. TSN Policies are subject to change and are updated from time to time.

    2. Governing Law: This EULA is governed by and shall be construed in accordance with the laws of The State of North Carolina, Wake County. Should any provision of this EULA be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining provisions hereof.

    3. Updates: TSN reserves the right to update or amend this EULA at any time. Modifications to this Agreement will be effective upon the date of posting on the TSN website or via email.  Acceptance of amended terms will be implied through continued use of the TSN Software. If Licensee objects to such amendments they should cease using the TSN Software immediately.

    4. Termination: This agreement is effective until terminated by TSN or Licensee through prior written notice. Upon termination or expiration of this EULA for any reason Licensee shall immediately cease using all TSN Software. Subject to applicable law, in our sole discretion, TSN reserves the right to suspend account access and terminate this EULA for any reason. The provisions of Sections 2-6 shall survive any termination or expiration of this EULA.

    5. Independent Parties: Nothing contained herein shall be construed as creating a joint venture, partnership, agent or employment relationship between TSN and Licensee.

    6. Assignment: Licensee shall not assign or delegate this EULA or any portion of this EULA without TSN’s prior written consent.

    7. Counterparts: This EULA may be executed in several counterparts that together shall constitute one and the same instrument.

    8. Severability: If any provision of this EULA is declared by a court of competent jurisdiction to be invalid, void or unenforceable, each and every other provision shall nevertheless continue in full force and effect.

    9. Attorney’s Fees: In the event a dispute arises regarding this EULA, the prevailing Party shall be entitled to its reasonable attorney’s fees and expenses incurred in addition to any other relief to which it is entitled.

    10. Waiver: The failure of either Party to enforce any provision of this EULA shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this EULA.  No waiver of any breach of this EULA shall be deemed to be a waiver of any preceding or succeeding breach or of any other provision of this EULA. No extension of time for performance of any obligation under this EULA shall be deemed an extension of time for performance of any other obligation or act under this EULA.

If you have questions concerning this EULA, please write to:

The Steel Network, Inc.
Attention: Legal Division
2012-A TW Alexander Drive
P.O. Box 13997
Durham, NC 27709