Terms of Use and License Agreement

PLEASE CAREFULLY READ THIS AGREEMENT IN FULL BEFORE USING THIS WEBSITE AND THE SUPPLYPOINT SOFTWARE . ONLY INDIVIDUALS WHO HAVE AGREED TO THE TERMS OF USE OF THIS AGREEMENT MAY USE THIS SOFTWARE. BY CLICKING THE “I AGREE” BUTTON BELOW, YOU WARRANT THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO CONTRACTS, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES THE TERMS OF USE; THE LICENSE AGREEMENT; THE LIMITATION OF WARRANTY AND DISCLAIMER OF LIABILITY AND THE PRIVACY POLICY AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK “I DO NOT AGREE” AND YOU MAY NOT INSTALL THE SOFTWARE.

The Supplypoint Software (the “Software”) is provided free of charge “AS IS” subject to the Terms of Use and this License Agreement (the “Agreement”) between you, the end user, and MSI Products, LLC. (“MSI”) that sets forth your rights and obligations with respect to the Software, including all information, documents, communications, files, text, graphics, software, and products available through this Site (collectively, the “Materials”) and all services operated by MSI and third parties through this Site (collectively, the “Services”), available for your use subject to the Terms of Use set forth in this Agreement and changes to this Agreement that MSI may publish from time to time (collectively, the “Terms of Use”). By accessing or using this Site in any way, including, without limitation, use of any of the Services, downloading of any Materials, or merely browsing this Site, you agree to and are bound by the Terms of Use.

MSI reserves the right to change the Terms of Use and other guidelines or rules posted on this Site from time to time at its sole discretion, and will provide notice of material changes on the home page of this Site. Your continued use of this Site, or any Materials or Services accessible through it, after such notice has been posted constitutes your acceptance of the changes. Your use of this Site will be subject to the most current version of the Terms of Use, rules, and guidelines posted on this Site at the time of such use. You should periodically check the “Terms of Use” link on this Site's home page to view the then-current terms. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates, and any Materials downloaded or printed from this Site in violation of the Terms of Use must be immediately destroyed.

Intellectual Property; Limited license to users: MSI will grant you a non-transferable, non-exclusive, limited license to use the Software and any accompanying documentation. The Materials and Services on this Site, as well as their selection and arrangement, are protected by copyright, trademark, patent and/or other intellectual property laws, any unauthorized use of the Materials or Services at this Site may violate such laws and the Terms of Use. Except as expressly provided herein, MSI and its suppliers do not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on this Site, its Materials or its Services their selection and arrangement except as expressly authorized herein. In addition, you agree not to use any data extraction methods in connection with this Site.

Trademark Information: The trademark, logos, and service marks (“Marks”) displayed on this Site are the property of MSI or other third parties. You are not permitted to use the Marks without the prior written consent of MSI or such third party that may own the Marks.

Use of Services: When using Services on this Site that are offered by MSI you shall be subject to any posted guidelines, rules or licenses applicable to such Services and to the Terms of Use. Such guidelines, rules or licenses may contain terms and conditions in addition to those in the Terms of Use.

In addition to the Materials and Services offered by MSI, this Site also makes available materials, information, and services provided by third parties (collectively, the “Third-Party Services”). The Third-Party Services are governed by separate license agreements that accompany such services. MSI offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Services, including any liability resulting from incompatibility between the Third-Party Services and the Materials and Services offered by MSI. You agree that you will not hold MSI responsible or liable with respect to the Third-party Services or seek to do so.

License to MSI for User Content: Certain Services offered through this Site accommodate or require User Content. Depending upon the nature of the Service, by submitting User Content to this Site, you grant MSI a license For User Content that is the result of your creative efforts and which is intended to be displayed on this Site, you grant MSI a worldwide, royalty-free, non-exclusive license to modify (for purposes of formatting, maintenance or Site administration) and reproduce such User Content. You also grant MSI the right to distribute and display and perform such User Content for the purpose for which User Content was submitted to this Site. This license will be in effect until such User Content is removed from this Site. If you submit User Content, you acknowledge that such content may be modified and annotated, and MSI may display the User Content together with such modifications and annotations.

Managing Content and Communications: Although it is not our intention to do so, MSI reserves the right, in its sole discretion, to delete or remove User Content from the Site and to restrict, suspend, or terminate your access to all or part of this Site, at any time if we have cause to do so (including, without limitation, our good faith belief that you have violated the Terms of Use) without prior notice or liability. In addition, MSI reserves the right to delete or remove User Content if the relevant subscription has expired or lapsed or if MSI has a good faith belief that the user posting such User Content has violated these Terms of Use, or any law or regulation, or that such deletion or removal is necessary to comply with the law or to protect the rights of MSI or others.

MSI may, but is not obligated to, monitor or review any areas in this Site where users transmit or post User Content, including but not limited to areas where Services are available and the substance of any User Content.

To the maximum extent permitted by law, MSI will have no liability related to User Content arising under the laws of copyright, libel, privacy, obscenity or otherwise. MSI also disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content.

Use and protection of account number and password: You are responsible for maintaining the confidentiality of your account number, account name, and/or password, if applicable. You are responsible for damages resulting from all uses of your account number, account name, and/or password, whether actually or expressly authorized by you, unless access to your account number, account name, and/or password was obtained through no fault or negligence of your own.

United States Government Restricted Rights: If you are licensing the Software on behalf of the U.S. Government (“Government”), the following provisions apply to you. If the Software is supplied to the Department of Defense (“DoD”), it is classified as “Commercial Computer Software” under paragraph 252.227-7014 of the DoD Supplement to the Federal Acquisition Regulations (“DFARS”) (or any successor regulations) and the Government is acquiring only the license rights granted herein (the license rights customarily provided to non-Government users). If the Software is supplied to any unit or agency of the Government other than DoD, it is classified as “Restricted Computer Software” and the Government's rights in the Software are defined in paragraph 52.227-19 of the Federal Acquisition Regulations (“FAR”) (or any successor regulations) or, in the case of NASA, in paragraph 18.52.227-86 of the NASA Supplement to the FAR (or any successor regulations). Use, duplication or disclosure by the Government is subject to the restrictions set forth in such sections. The Contractor for the Programs is MSI at the address listed below.

Import and Export Requirements: You understand that MSI is subject to regulation by agencies of the U.S. Government, including the U.S. Department of Commerce, which prohibit export or diversion of certain technical products to certain countries. You will not export any information from this Site, directly or indirectly, from the United States . Further, you hereby provide your assurances that you will not participate in any transaction which may involve any commodity or technical data, or the direct product thereof, exported or to be exported from the United States, or in any re-export thereof, or in any other transaction that is subject to U.S. export controls, if a person denied U.S. export privileges may obtain any benefit from or have any interest in, directly or indirectly, these transactions. You shall hold harmless and indemnify MSI from any damages and any government sanctions resulting to MSI from a breach of this Section and against damages caused by any government sanctions arising from a breach by you of any territorial or geographic restrictions contained in this Agreement.

Warranties and Disclaimers: EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU OR YOU AND A THIRD PARTY WITH RESPECT TO SUCH PARTY'S MATERIALS OR SERVICES, THIS SITE, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THIS SITE, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MSI MAKES NO WARRANTY THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM OR USED THROUGH THE SITE, OR ANY DEFECTS IN THE SITE, ITS SERVICES, OR MATERIALS, WILL BE CORRECTED.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. MSI MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND MSI MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

YOU UNDERSTAND AND ACKNOWLEDGE THAT (i) MSI DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKS ON THE SITE; (ii) MSI MAKES NO REPRESENTATION OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR CONTENT, PRODUCTS, OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) MSI SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES.

LIMITATION OF LIABILITY: IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL MSI, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT MSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS SITE, ANY DEALINGS WITH VENDORS OR OTHER, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT, ANY SERVICES AVAILABLE THROUGH THE SITE THAT ARE DELAYED OR INTERRUPTED, OR ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

Indemnity and liability: You agree to indemnify and hold MSI, and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of content you submit, post to, or transmit through the Site (including, without limitation, any User Content or computer viruses), your use of the Site, your connection to the Site, your violation of the Terms of Use, the actions of any member of your Work Group or your violation of any rights of another person or entity.

Governing law and jurisdiction: This Site (excluding linked sites) is controlled by MSI from its offices within the State of Maine , United States of America . By accessing this Site, you and MSI agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and the laws of the State of Maine , without regard to the conflicts of laws principles thereof. You and MSI also agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Kennebec County and the United States District Court for the State of Maine with respect to such matters.

General: The Terms of Use and other rules, guidelines, licenses and disclaimers posted on the Site constitute the entire agreement between MSI and you with respect to your use of the Site. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by MSI to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in the Terms of Use are purely for convenience and carry with them no legal or contractual effect.

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