Terms of Service

LAST UPDATED: July 22, 2014

YOU AND TRIANGLE MICROWORKS, INC. (“WE”, “US”, AND “OUR”) AGREE THAT YOUR ACCESS TO AND USE OF THE WEB SITE LOCATED AT WWW.TRIANGLEMICROWORKS.COM, IS SUBJECT TO YOUR AGREEMENT TO THESE TERMS OF SERVICE. TO MAKE THESE TERMS OF SERVICE EASIER TO READ, THE FOREGOING REFERENCED WEB SITE IS REFERRED TO AS THE “WEB SITE” AND THE SERVICES PROVIDED BY US THROUGH THE WEB SITE ARE REFERRED TO AS THE “SERVICES.” YOUR USE OF THE WEB SITE OR THE SERVICES IS SUBJECT TO YOUR AGREEMENT TO THESE TERMS OF SERVICE, WHICH WILL BECOME A BINDING AGREEMENT BETWEEN YOU AND US (THE "AGREEMENT"). WE ARE WILLING TO ALLOW YOU ACCESS TO THE WEB SITE AND PROVIDE THE SERVICES ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. PLEASE READ THESE TERMS CAREFULLY. AFTER READING THE TERMS, IF YOU AGREE TO THE TERMS OF SERVICE, PLEASE INDICATE YOUR DECISION BY CLICKING THE CHECKBOX ON THE ACCOUNT SIGN UP/REGISTRATION FORM NEXT TO THE STATEMENT THAT READS “I have read and agreed to the Terms of Service.” IF YOU DO NOT AGREE, YOU WILL NOT BE ABLE TO ESTABLISH AN ACCOUNT AND USE OUR SERVICES. IF YOU HAVE PREVIOULY SET UP AN ACCOUNT, YOU MAY BE REQUIRED TO AGREE TO THESE TERMS OF SERVICE PRIOR TO BEING ALLOWED ACCESS TO ANY OF THE SERVICES. IN ALL CASES, BY ACCESSING, VIEWING OR USING OUR SITE, YOU AGREE TO THE TERMS OF SERVICE.

The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you are under 18, then you are not permitted to use the Services.

Services

You may use the Web Site and the Services solely for your own personal, non-commercial use. You may not modify, copy, distribute, re-publish, transmit, display, perform, reproduce, publish, reuse, resell, license, create derivative works from, transfer, or sell any information, content, material, software, products or services obtained from the Web Site or through the Services, including the results of the SCL Consistency and Completeness Check. We reserve all of our statutory and common law rights against any person or entity who violates this paragraph. You may not frame any pages of the Web Site or any content contained therein, whether in whole or in part, without prior written consent from us. Any rights not expressly granted herein are reserved.

You agree that your use of the Web Site and the Services are subject to all applicable local, state and federal laws and regulations. You also agree:

·         not to use the Web Site or the Services or submit content to the Web Site if you are under the age of 18;

·         not to access the Web Site using a third-party's account/registration without the express consent of the account holder;

·         not to use the Web Site of the Services for illegal purposes;

·         not to use the Web Site or Services to engage in commercial activities that are competitive with our products or services;

·         not to copy any content from the Web Site for republication in print or online, including the SCL Consistency and Completeness Check;

·         not to attempt to gain unauthorized access to other computer systems from or through the Web Site or the Service;

·         not to interfere with another person's use and enjoyment of the Web Site or the Services or another entity's use and enjoyment of the Web Site or the Service;

·         not to upload or transmit viruses or other harmful, disruptive or destructive files;

·         not to disrupt, interfere with, or otherwise harm or violate the security of the Web Site or the Service, or any system resources, accounts, user IDs, passwords, servers or networks connected to or accessible through the Web Site or affiliated or linked sites (including those of our partners); and/or

·         not to upload or transmit to the Web Site unauthorized data or any information for which you are not the owner or authorized by the owner to share.

User Provided Content

At times, the Web Site may allow you and others to upload IEC 61850 SCL files (.ICD, .CID, .IID, .SCD) for testing ("SCL Files"). You agree not to upload any SCL File that:

·         unfairly interferes with any third party's uninterrupted use and enjoyment of the Web Site or the Service;

·         contains copyrighted content without the express permission of the owner of the copyrights in the content;

·         infringes any copyright, trademark, patent, trade secret, or other intellectual property right;

·         contains viruses or other harmful, disruptive or destructive files;

·         links to any commercial or other website; and/or

·         is not otherwise in compliance with these Terms of Service.

Each time you provide an SCL File to the Web Site, you represent and warrant that you have the right to provide such SCL File, which means:

·         you are the author of the SCL File, or

·         the SCL File is not protected by copyright law, or

·         you have express permission from the copyright owner to use the SCL File in connection with the Web Site; and

·         you have the right to grant us the license set out in these Terms of Service;

·         your use of the Web Site and SCL File does not violate these Terms of Service.

You grant us a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, archive, store, transmit, reproduce and create derivative works from all SCL Files you provide to us in any form, media, software or technology of any kind now existing or developed in the future solely as necessary to provide the Services to you and for our internal testing purposes. You grant all rights described in this paragraph in consideration of your use of the Web Site, without compensation of any sort to you. We do not claim ownership of SCL Files.

We specifically disclaim any duty, obligation, or responsibility, to review, screen or test any SCL File. In addition, we do not represent or warrant that any other content or information accessible via the Web Site is accurate, complete, reliable, current or error-free. We assume no responsibility or liability for any errors or omissions in the content provided via the Web Site.

You acknowledge and agree that the Web Site contains proprietary information, methods, tools and content, that is protected by intellectual property and other laws, and may not be used except as provided in these Terms of Service without advance, written permission of us. All designs, text, graphics, interfaces, and images (and the selection and arrangements thereof), and software, hypertext markup language ("HTML"), scripts, active server pages, and other content and software used in the Web Site are reserved.

Termination of access to the Web Site

We reserve the right, in our sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Services or the availability of the Web Site (or any part thereof).

Your intellectual property rights

Except as set forth in this Agreement, we make no claims on any work submitted to us for review. Your SCL Files will remain your intellectual property. You represent and warrant that: (i) you have obtained all necessary third party rights, including, without limitation, copyrights, for any SCL Files or portions thereof that belong to third parties, which are necessary for us to provide Services in connection with the SCL Files: (ii) the SCL Files will not contain any illegal material that could give rise to any liability to us or which might adversely affect our public image, reputation or goodwill; and (iii) the SCL Files do not include any infringing, misappropriated or content that you do not have the rights to use. It is your responsibility to determine if it is necessary for you to obtain, and for obtaining, any licenses required to use third party content that is part of the SCL Files. We are not storing SCL Files for your benefit and you will not be able to download files provided to us.

Indemnification

You agree to indemnify, defend and hold us and our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:

(i) your breach of any representations or warranties made by you hereunder or your breach of any term of this Agreement;

(ii) your use of the Services or the Web Site in violation of this Agreement; or

(iii) your SCL Files and/or your violation of any law or the rights of a third party.

You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against us for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Web Site or the Services.

Our intellectual property rights

You acknowledge that we own all right, title and interest in and to the Web Site and the Services (the " Intellectual Property"), and such Intellectual Property is protected by U.S. and international intellectual property laws. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Web Site.

Disclaimer of warranties

We are not responsible for the conduct, whether online or offline, of any user of the Web Site. The Web Site and the Services may be temporarily unavailable from time to time for various reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Web Site. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site, including injury or damage to any person's computer related to or resulting from participating or downloading materials or SCL Files in connection with the Web Site or the Services.

THE WEB SITE AND THE SERVICES ARE PROVIDED "AS-IS" AND WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEB SITE AND/OR THE SERVICES.

Without limiting the generality of the foregoing, you acknowledge and agree that we do not guarantee: (i) the quality, accuracy or results of the Service; or (ii) that our testing of the SCL Files provided by you will be accurate or error free. Regardless of whether we detect errors in your SCL Files, we are not responsible for the use of your SCL Files by you or any third party.

Limitation of liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY WARRANTIES FOR SERVICES RECEIVED THROUGH OR ADVERTISED ON THE WEB SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO TEN DOLLARS ($10). THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND SHALL SURVIVE ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Links and Third Party Service

As a courtesy to you, the Web Site may offer links to other websites. We are not responsible for the contents of any website pages created and maintained by organizations independent of us. Visiting any such third-party website pages is at your own risk. We have no control of these third-party website pages, nor can we guarantee the accuracy, completeness, or timeliness of information in third-party website pages. Your use of such information is voluntary, and your reliance on such information should be made only after independent review. References to commercial products or services within any such third-party website pages do not constitute or imply an endorsement by us. If you receive any products or services from a third party web site, your use of such services or receipt of such products will be subject to the terms and conditions of the applicable third party web site. By using the Web Site and Services you acknowledge that we are responsible neither for the availability of, nor the content located on or through any third-party website pages.

Customer Communications

By signing up for an Account with us, you are agreeing in to receive communications from us regarding our products and services, including customer newsletters, special offers and exclusive discounts. You may opt out of these communications at any time by following the "unsubscribe" link at the bottom of any email.

Confidentiality

We will treat all SCL Files you provide to us in confidence and will disclose the SCL Files only to our employees and agents that are providing the Services. We may publish summary statistics from submitted SCL Files to showcase the most common aspects of SCL Files and highlight ways to improve the usage of SCL Files. The content of your SCL Files will not be provided to any third party.

Trademarks

Triangle MicroWorks™ is our trademark. Such trademark and other marks, logos, and names used on or in connection with the Web Site may not be used in connection with any product or service that is not under our ownership or control. Furthermore, such trademarks may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits us. All other trademarks not owned by us, which appear on the Web Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

Consideration

You acknowledge that these Terms of Service are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Web Site and receipt or use of data, content, products and/or Services provided through the Web Site.

Jurisdiction, Arbitration, Applicable Law and Limitations

The Web Site is created and controlled Triangle MicroWorks, Inc. in the State of North Carolina, U.S.A.

YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. You agree that this Agreement will be governed by and construed in accordance with the laws of the United States of America and the State of North Carolina, without regard to its conflicts of law provisions. You agree that any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-569.1 et seq. (the “Uniform Arbitration Act”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.

Use of the Web Site is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement. We make no claims or assurances that the Web Site and Services are appropriate or may be utilized or accessed outside of the United States. In the event that the arbitration or class action terms are determined to be unenforceable or invalid for any reason, you agree that all legal proceedings arising out of or in connection with this Agreement, or Services available on or through the Web Site must be filed in a federal or state court located in Raleigh, North Carolina within one year of the time in which the events giving rise to such claim began, or your claim will be forever waived and barred. You expressly submit to the exclusive jurisdiction of said courts and consent to extraterritorial service of process.

General

a.     Enforceability. If any provision in this Agreement is found to be void, invalid or otherwise unenforceable, then that provision shall be deemed to be superseded by a valid, enforceable provision or that matches the intent of the original provision as closely as possible. The remainder of the Agreement shall continue to be enforceable and valid according to terms contained herein.

b.    Entire Agreement. This Agreement sets forth the entire agreement between you and us pertaining to your use of the Web Site and the Services. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the new effective date (i.e., the LAST UPDATED date). Your continued use of the Services or the Web Site after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revised Agreement, do not use or access the Services or the Web Site. It is your responsibility to regularly review this Agreement. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. Our failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision.

c.     No Waiver. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of said right or provision. Neither party hereto shall be deemed to be in default of any provision of this Agreement or for failure in performance resulting from acts or events beyond the reasonable control of such party and arising without its fault or negligence, including, but not be limited to, acts of God, civil or military authority, interruption of electric or telecommunication services, civil disturbances, acts of war or terrorists, strikes, fires, floods or other catastrophes.

d.    Headings & Construction. The section titles in this Agreement are for your convenience only and carry no contractual or legal effect whatsoever. The language in this Agreement shall be interpreted in accordance with its fair meaning and shall not be strictly interpreted for or against either party.

e.     Contact Us. For questions regarding the terms of this Agreement, contact us at http://www.trianglemicroworks.com/support, or Triangle MicroWorks, Inc., 2840 Plaza Place, Suite 205, Raleigh, NC 27612.

Copyright © Triangle MicroWorks, Inc. All Rights Reserved.