C3 DATA TERMS OF USE

These Terms of Use are effective as of May 31, 2016, and were last modified on May 02, 2016.

C3 DATA, [INC.] (“C3 Data,” “we” or “us”) through the C3DATA.COM website (the “Site”), provides an online service that allows registered members to store and control data and to manage the performance of heat treatment testing.  You must be a registered member of the Site in order to use our services.  This Terms of Use Agreement (the “Agreement”) sets forth the legally binding terms for all members of the Site.  By signing up as a member of the Site, you agree to be bound by this Agreement.  If you do not agree with the terms and conditions set forth in this Agreement, do not click “I Agree” below.

BY CLICKING “I AGREE” BELOW, YOU AGREE TO FOLLOW AND BE BOUND BY THIS AGREEMENT AND BY THE TERMS OF THE C3 DATA PRIVACY AND SECURITY POLICY, WHICH ARE HEREBY INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND THE PRIVACY AND SECURITY POLICY, YOU MAY NOT USE THE SERVICES OFFERED ON THE SITE.

From time to time, you may be required to agree to additional terms and conditions governing certain services or certain portions of the Site.  To the extent there is a conflict between the provisions of this Agreement and the terms and conditions posted for a specific service or portion of the Site, the latter will govern, but only with respect to your use of that particular service or portion of the Site.

1. Your Access to the Site. By registering as a member of the Site, you represent and warrant to us that: (a) the information that you submit is truthful and accurate; (b) you are thirteen (13) years of age or older; (c) you are authorized to act on behalf of the business entity that you represent; and (d) your use of the Site will comply with all applicable laws and regulations.
2. Term. This Agreement becomes effective as of the moment you click “I Agree” and shall remain in full force and effect while you are a member. You may terminate your membership at any time by sending a written request to administrator@C3Data.com. C3Data may terminate your membership at any time, for any reason, by sending notice to you at the then-current email address in your profile. You acknowledge and agree that upon termination of your membership, you will be able to view only historical data in your account.  C3 Data shall have no liability whatsoever relating to any termination of your membership.
3. User Name and Password. When you sign up to become a member, you will choose a unique user name and password (and there may be multiple authorized users under each corporate membership, each with a unique user name and password). Each authorized user is solely responsible for maintaining the confidentiality of his or her user name/password combination, and for all activities that occur under such user name/password combination.  You agree to notify us immediately if you suspect any unauthorized use of a user name/password combination under your membership profile.  C3 Data is not responsible for any loss or damage arising from your failure to comply with these requirements.
4. C3 Data’s Proprietary Rights in and to the Site. The Site contains proprietary information and content that is owned by C3 Data and/or its third-party licensors, namely, the Site layout and design, the graphics and text used on the Site and any software used to operate the Site (the “Site Content”). The Site Content is protected by copyright, trademark, patent, trade secret or other laws.  C3 Data hereby grants you a limited, non-exclusive, revocable, non-sublicensable license to use, reproduce and display the Site Content solely for the purposes authorized by your membership category and only while you are a member.
5. Software License for Mobile Application Software. The C3 Data software (available for download through App Store or Google Play) is a copyright work that is and shall remain the property of C3 Data.  You have no rights to the C3 Data software except for those explicitly granted herein:

(a) C3 Data hereby grants to you a non-exclusive, non-transferable license to use the C3 Data Software (the “Software”) on any computer, tablet or mobile phone owned or controlled by you, for as long as you are a member.

(b) You shall not copy, modify or transfer the Software.  You shall not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software, except as permitted under the law applicable to this Agreement.  You shall not allow non-members or non-authorized users to access or use the Software.

(c) This Software is provided “AS IS” and C3Data makes no warranties, representations or guarantees of any kind, either express or implied, as to the Software.  C3 DATA HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(d) In no event will C3 Data be liable for any direct or indirect damages whatsoever (including but not limited to damages for loss of profits, loss of data or business interruption) arising out of or in any way related to your use of or inability to use the Software, even if C3 Data has been advised of the possibility of such damages.

(e) Your license to use the Software will terminate upon termination of your membership.

(f) If you are licensing the Software on behalf of any unit or agency of the United States government, the following provisions apply:  The government agrees (i) if the Software is supplied to the Department of Defense, the Software is classified as “Commercial Computer Software” and the government is acquiring only “restricted right” in the Software as that term is defined in Clause 252.227.7013(c)(1) of the DFARS; and (ii) if the Software is supplied to any unit or agency of the United States government other than the Department of Defense, the government’s rights in the Software will be defined in Clause 52.227-19(c)(2) of the FAR, or in the case of NASA, in Clause 18.52.227-86(d) of the NASA Supplement to FAR.

6. Hardware and Third-Party Software. You are solely responsible for the acquisition, configuration, monitoring, maintenance and management of all hardware and third-party software used in the conduct of your business, as well as your network connection to the Site.
7. Your Data. As a member, you may post or upload proprietary data, text, graphic images and other works of authorship on the Site or the Software (the “Member Material”).  You are solely responsible for all of your Member Material and the consequences of posting such Member Material.  You hereby represent and warrant that: (i) you own or otherwise have the right to use and post all of the Member Material that you post, in whatever form and for whatever purpose, and (ii) your Member Material does not violate the privacy rights, publicity rights, copyright rights, or other rights of any person or entity.  You hereby agree to pay any and all royalties, fees, damages or any other penalties payable to any third party as a result of the Member Material that you post on the Site.As between you and C3 Data, you shall retain all rights of ownership in your Member Material; however, you hereby grant to C3 Data a non-exclusive, worldwide, fully-paid and royalty-free license to use, reproduce and distribute aggregate forms of your Member Material (with no source identifier) for its internal business purposes.

8. Restrictions. You agree that you will not use the Site for any purpose that:  (i) is offensive (e.g., contains nudity, violence, sexually explicit, or offensive subject matter) or promotes racism, bigotry, hatred or physical harm of any manner against any person, group of persons or animals; (ii) bullies, harasses or advocates stalking, bullying, or harassment, of another person; (iii) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (iv) promotes, reproduces, performs or distributes an illegal or unauthorized copy of another person’s work that is protected by patent, copyright, trademark or trade secret law; (v) harms minors in any way, including but not limited to material that results in the exploitation of persons under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18; (vi) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses and other harmful code; (vii) solicits passwords or personally identifiable information from other members for commercial, unauthorized or unlawful purposes; (viii) knowingly contains viruses, Trojan horses, worms, time bombs, corrupted files, or similar disruptive software; (ix) violates any applicable law; or (x) otherwise violates this Agreement or creates any liability of C3 Data.
9. Fees; Payment Terms. You acknowledge that C3 Data shall charge fees for certain services offered on the Site and may change its fees from time to time, at its sole discretion.  When you sign up for any fee-based services, you will be responsible for the payment of any applicable fees (including any sales, use or value-added taxes) at the rates in effect when the order was placed.When you place an order, C3 Data will issue an invoice detailing the fees payable.  You shall pay each invoice within thirty (30) days after receipt.  If any invoice is not paid on the due date for payment, you shall pay interest on the unpaid amount, calculated from the due date, at the rate of one and one-half percent (1.5%) monthly.When you place an order, you will be required to give us a valid credit card number and associated payment information, including: (i) your name as it appears on the card, (ii) the credit card number, (iii) the date of expiration, (iv) billing address, and (v) any verification numbers or codes needed to charge your card.  You hereby acknowledge and agree that, once you place an order and provide credit card information, no additional notice or consent is required before C3 Data charges the credit card for all amounts due and payable.

10. No Liability for Member Interactions. Each member is solely responsible for his or her interactions with other members while using all features of the Site.  You will have the ability to share your Member Material with other members of the Site, and you do so at your own discretion.  C3 Data shall have no liability for any claim arising from shared Member Material that you authorized. C3 Data reserves the right, but has no obligation, to monitor interactions and/or disputes between you and other members.
11. Security. C3 Data has implemented security precautions standard in the industry.  Despite this, C3 Data cannot guarantee absolute security of the Site or the Software and shall not be liable for damages that you may incur as a result of transmission errors, technical defects, system overloads, interruptions (including system related maintenance work), malfunctions, illegal intervention or malicious blocking of telecommunications installations and networks, access by third parties or other deficiencies on the part of telecommunications equipment and network providers.
12. Disclaimer of All Warranties. THE SITE AND RELATED SERVICES ARE PROVIDED AS-IS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED.  THIS MEANS, WITHOUT LIMITATION, THAT C3 DATA DOES NOT WARRANT THAT THE SITE AND SERVICES ARE MERCHANTABLE, FIT FOR ANY PARTICULAR PURPOSE, THAT THE SITE CONTENT IS NON-INFRINGING; THAT THE SERVICES AVAILABLE VIA THE SITE WILL BE UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE SITE IF FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE INFORMATION AND CONTENT OF THE SITE ARE ACCURATE, ERROR-FREE OR RELIABLE.
13. C3 Data’s Limitation of Liability. The maximum aggregate liability of C3 Data in contract, tort (including negligence) or otherwise for any breach of this Agreement or any matter arising out of or in connection with this Agreement shall not exceed the amount paid by you to C3 Data for the entire term of this Agreement.YOU ACKNOWLEDGE AND AGREE THAT C3 DATA IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL POTENTIAL CLAIMS, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

14. Indemnification. You shall indemnify, defend and hold C3 Data harmless from any loss, liability, damages, claims or demands (including court costs and reasonable attorney’s fees) made by any third party due to or arising out of (i) your use of the Site in violation of this Agreement; (ii) your breach of this Agreement; or (iii) services you perform in connection with your business.
15. Changes to this Agreement.  C3 Data may modify this Agreement periodically with all modifications taking immediate effect. You agree to be bound by any changes to the Agreement when you use the Site after any such modification is posted. It is therefore important that you review the posted Terms of Use regularly to ensure you are updated as to any changes.  If you do not agree with any of the changes, you should stop using the services on the Site and terminate your membership.
16. Privacy and Security Policy. C3 Data takes your privacy rights very seriously. Please read the terms of the Privacy and Security Policy at https://www.C3Data.com/privacy which terms are hereby incorporated into this Agreement by reference.
17. Governing Law and Venue. This Agreement and our relationship are governed by the laws of the State of Indiana. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Marion County, Indiana, in all disputes arising out of or relating to the use of the Site.   Membership and use of the Site is unauthorized in any jurisdiction that does not give effect to this Agreement, including this paragraph.
18. Copyright Policy. Members may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to any other person without obtaining the prior written consent of the owner of such proprietary rights. It is C3 Data’s policy to terminate access to any member who repeatedly infringes the copyright rights of others, upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent.

(a) NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT. If you believe that your proprietary copyrighted work has been copied and/or posted on the Site in a way that constitutes copyright infringement, please contact our Copyright Agent at administrator@C3Data.com (or by regular mail at the address in Section 19(e) below), with the following information (a “Notification of Alleged Copyright Infringement”):

(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

(ii) a description of the copyrighted work that you claim has been infringed;

(iii) a description of where the material that you claim is infringing is located on the Site;

(iv) your address, telephone number, and email address;

(v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please be aware that you may be liable for damages, including court costs and attorney’s fees, if you file a Notification of Alleged Copyright Infringement that materially misrepresents that content on the Site infringes your copyright materials.

Upon receiving a proper Notification of Alleged Copyright Infringement, we will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the Counter-Notification procedure described below, by which the alleged infringer may respond to your claim and request that we restore the material at issue.

(b) COUNTER-NOTIFICATION PROCEDURE.  if any member believes that his or her own copyrighted material has been removed from or disabled on the Site as a result of mistake or misidentification, you may submit a written Counter-Notification to our Copyright Agent at administrator@C3Data.com (or by regular mail at the address in Section 19(e) below). To be an effective Counter-Notification, your submission must include the following:

(i) an electronic or physical signature of the original poster;

(ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

(iii) a statement, under penalty of perjury, that the poster (member) has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(iv) the poster’s (member’s) name, address and telephone number, and a statement that the poster (member) consents to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which the service provider may be found, and a statement that you will accept service of process from the party that filed the Notification of Alleged Copyright Infringement or that party’s agent.

If C3 Data receives a valid, written Counter-Notification meeting the requirements described above, we will restore the removed or disabled material after ten (10) business days but no later than fourteen (14) business days from the date we receive the Counter-Notification, unless our Copyright Agent first receives notice from the party filing the original Notification of Alleged Copyright Infringement informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.

Please be aware that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees.

19. Miscellaneous. The following general legal provisions shall govern the interpretation of this Agreement:

(a) Independent Contractors.  No joint venture, employment, or other legal relationship exists between you and C3 Data as a result of this Agreement or your membership and/or use of the Site.

(b) Severability.  If any of the terms and conditions in this Agreement is held invalid or unenforceable, then it will be deemed superseded by a valid, enforceable provision that most closely matches the original intent, and the remainder of the Agreement shall continue in effect.

(c) Entire Agreement.  This Agreement and the Privacy and Security Policy referenced herein form the entire agreement between you and C3 Data with respect to the Site and your membership.  This Agreement supersedes all prior or contemporaneous communications between you and C3 Data concerning any matters set forth herein.

(d) Validity of Agreement.  A printed version of this Agreement and any notices given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to this Agreement to the same extent and subject to the same conditions as other business documents originally in printed form.

(e) Notices.  Any communications, notices, requests or demands relating to this Agreement shall be in writing and shall be deemed given when received upon delivery by hand, transmission by facsimile, email or mailing by registered or certified mail, addressed as follows:

(f) Public Announcements.  C3 Data may, in its sole discretion, issue or release an announcement or press release announcing that you are a customer of C3 Data and may include a reference to you as a customer of C3 Data on the Site.

(g) Assignment.  This Agreement may not be transferred, delegated or assigned by either party without the prior written consent of the other party, except that C3 Data may assign and transfer this Agreement (including your membership and personal data) in connection with the sale of our business or a merger with a third party.  This Agreement shall be binding upon, and shall inure to the benefit of, the successors and assignees of you and C3 Data.

BY CLICKING “I AGREE” BELOW, I ACKNOWLEDGE THAT I HAVE READ THE TERMS OF USE IN ITS ENTIRETY, AND THAT I UNDERSTAND AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.  I AM AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY LISTED ON THE REGISTRATION FORM.

 

THIS DOCUMENT IS CONTROLLED AND NAMED: PC3-101, rev-2