The Richardson Trident Company, LLC
CUSTOMER EXTRANET SITE POLICIES AND
TERMS OF USE
The Richardson Trident Company, LLC ("Trident") has developed
a password-controlled extranet site (the "Extranet Site") that allows
our customers ("you") to view account information relating to their
purchases of steel products and processing services from Trident, such as open
order information, delivery status, mill test reports, etc. The following are
the terms and conditions of use of the Extranet Site ("Terms of
Use"). Trident will allow you to access the Extranet Site by the use of
your special user identification ("Login ID") and password ("Password").
By logging in to or otherwise accessing the Extranet Site, you confirm that you
are eligible to access the Extranet Site and that you have read, understood and
agree to observe and be bound by all of these Terms of Use, as may be amended
from time to time by Trident.
1. Introduction.
Trident provides the Extranet Site to enable convenient
communication between Trident and its customers. As the owner of the Extranet
Site, Trident reserves the right to modify these Terms of Use, at any time and
from time to time, with or without notice.
2. Passwords and Security
Trident will provide you with a Login ID and Password for your
access to the Extranet Site. You are responsible for maintaining the
confidentiality of your Login ID and Password and for all activities that occur
under your Login ID and Password. You agree to notify Trident immediately of
loss, misplacement, theft or other misappropriation of your Login ID or
Password and any actual or suspected unauthorized use of the Extranet Site. You
further agree to log out of the Extranet Site at the end of each session. Trident
will not be liable for any loss or damage arising from your failure to comply
with the requirements stated in these Terms of Use. Login ID and/or Password
are subject to periodic change as deemed necessary or desirable by Trident.
3. Privacy and Data Collection
Trident may record each instance that your Login ID and Password
are used to access the Extranet Site and the time and duration of each session
of your use of the Extranet Site. Trident may also record information regarding
your access to and use of the Extranet Site. Trident will not disclose
information provided by you regarding your customer base, customer profile or
other demographic information to advertisers and vendors of Trident. In
addition, Trident will not provide your email address to any entity that is not
our subsidiary or affiliate. However, your email address and other personal
information as provided on the Extranet Site will be available for other users
of the Extranet Site.
4. Conduct
As a condition of your continuing use of the Extranet Site, you
hereby agree that you will use the Extranet Site only for the purpose of
conducting business with Trident. You will not use the Extranet Site for any
purpose that is unlawful or for any purpose not expressly authorized by these
Terms of Use. The Extranet Site is provided to customers of Trident only for
exchanges of information and other uses related to Trident. You may not use the
Extranet Site for personal use or business use unrelated to Trident. Any
improper or unauthorized use of the Extranet Site is expressly prohibited, and Trident
reserves the right to suspend or terminate, without prior notice, any use of
the Extranet Site for any unauthorized purpose.
Any unauthorized access, modification or change of any
information on the Extranet Site, or any interference with the availability of
or access to the Extranet Site is strictly prohibited.
Trident is not responsible for any messages, data, text,
photographs, graphics, video and other materials or information transmitted via
the Extranet Site, whether posted for general viewing or transmitted privately
(collectively, "User Content"), except for Owner Content (as defined
below) posted by Trident. You are solely responsible for all User Content that
you transmit via the Extranet Site or that is transmitted via the Extranet Site
using your Login ID and Password. If you upload, post, send a message or
otherwise transmit any User Content or if any User Content is uploaded, posted,
sent or otherwise transmitted using your Login ID and Password, you are
responsible for its compliance with these Terms of Use. Trident reserves the
right to monitor, screen, remove, delete, edit and otherwise control User
Content. Trident does not, however, accept responsibility for the truthfulness,
accuracy or suitability of any User Content. Under no circumstances will Trident
be liable in any way for any User Content, including errors or omissions in any
User Content, or for any loss or damage of any kind incurred as a result of the
use of any User Content posted, e-mailed, sent or otherwise transmitted via the
Extranet Site.
You agree not to use the Extranet Site to:
(i) |
upload, post, e-mail, submit or otherwise transmit any User
Content that is unlawful, harmful, threatening, abusive, discriminatory,
harassing, tortious, defamatory, vulgar, profane, pornographic, obscene,
libelous, invasive of another's privacy, hateful, or racially, ethnically or
otherwise objectionable or offensive;
|
(ii) |
impersonate any person or entity; |
(iii) |
disguise the authorship or origin of any User Content; |
(iv) |
upload, post, e-mail, submit or otherwise transmit any User
Content that you do not have a right to transmit under any law or under
contractual or fiduciary relationships (such as inside information,
proprietary information and confidential information);
|
(v) |
upload, post, e-mail, submit or otherwise transmit any User
Content that infringes, misappropriates or violates any patent, trademark,
trade secret, copyright or other proprietary rights of any person;
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(vi) |
upload, post, e-mail, submit or otherwise transmit any User
Content constituting unsolicited or unauthorized advertising, promotional
materials, bulk mail, "junk mail," "spam," "chain
letters," or any other form of unauthorized solicitation;
|
(vii) |
upload, post, e-mail, submit or otherwise transmit any User
Content that contains any viruses, spyware, Trojan horses, time bombs,
software locks, drop-dead devices, malicious logic, worms, trap doors or any other
harmful computer code, files or programs designed or intended to modify,
delete, damage, disable, deactivate interrupt, destroy, limit or otherwise
adversely affect the functionality, performance, safety, security or privacy
of the Extranet Site or any computer software or hardware or
telecommunications equipment connected to the Extranet Site;
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(viii) |
interfere with or disrupt any computer software or hardware
(including servers or networks) or telecommunication equipment connected to
the Extranet Site;
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(ix) |
permit any unauthorized use of or access to the Extranet Site
or any computer software or hardware (including servers or networks) or
telecommunications equipment connected to the Extranet Site; or
|
(x) |
"stalk" or otherwise harass another user or collect
or store personal data about other users.
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Trident reserves the right to immediately suspend or terminate,
without prior notice, the rights of any customer or user that it believes, in
its sole discretion, is using an account or whose account is being used (i) to disseminate any User Content prohibited by these
Terms of Use or (ii) in any manner not expressly authorized by these Terms of
Use.
5. Ownership of User Content
Any User Content transmitted via the Extranet Site shall become
the property of Trident.
6. Intellectual Property Rights
Trident is and at all times shall remain the sole and exclusive
owner or primary licensee of, and will retain all right, title and interest in
and to, the Software (as defined below) and all Owner Content, and all
intellectual property rights in or to any of them. Trident hereby grants to you
a temporary, revocable, non-transferable and non-exclusive right and license to
use the Extranet Site and object code of the Software strictly in accordance
with these Terms of Use. You shall not copy, modify, create a derivative work
of, disassemble, reverse engineer, reverse assemble or otherwise attempt to
discover any source code, or to sell, assign, sublicense, grant a security
interest in or otherwise transfer any right in or to the Software or Owner
Content, either directly or indirectly through your representatives, agents,
employees, independent contractors or anyone else accessing the Extranet Site
using your Login ID and Password. You agree not to modify the Software or Owner
Content in any manner or form, or to use modified versions of the Software or
Owner Content for any purpose whatsoever, including, but not limited to,
obtaining unauthorized access to the Extranet Site. You agree not to access the
Extranet Site by any means other than the interface that Trident provides you
for use in accessing the Extranet Site.
"Owner Content" means all text, images, sounds, files,
videos, designs, animations, layouts, color schemes, "look and feel",
trade dress, concepts, methods, techniques, process and data used in connection
with, displayed on, or collected from or through the Extranet Site that is
posted or provided by or on behalf of Trident.
"Software" means all computer programs and computer
code used for, with or on the Extranet Site, excluding any software programs
owned by third parties.
Except for the limited license to use the Extranet Site as
expressly provided herein, nothing herein or on the Extranet Site shall be
deemed or construed as granting or conferring any right, title or license under
any intellectual property right of Trident, including but not limited to any
right in the nature of trademark or copyright of Trident or any third party,
whether by estoppel, implication or otherwise. All brands and names appearing
on the Extranet Site are, at all times shall remain, the sole and exclusive
property of their respective owners.
7. Indemnity
To the fullest extent permitted by applicable law, you shall
indemnify, defend and hold harmless Trident, its direct and indirect parents,
affiliates and subsidiaries, and all of their respective shareholders,
directors, officers, agents, employees, successors and assigns, from and
against any and all claims, demands, actions, causes of action, suits or other
proceedings and any damages, fines, penalties, judgments, settlements, awards,
losses, costs, expenses (including reasonable attorney's fees) and liabilities
of any and every kind and nature whatsoever, directly or indirectly arising out
of, relating to, or resulting from: (i) any User
Content that you upload, post, e-mail, submit or otherwise transmit via the
Extranet Site or that is uploaded, posted, e-mailed, submitted or otherwise
transmitted through the Extranet Site using your Login ID and Password, or (ii)
any violation by you of these Terms of Use.
8. Use and Storage
Trident may establish general practices and limits concerning
the use of the Extranet Site. Trident disclaims any responsibility or liability
for the deletion or failure to store any messages and other communications or
other User Content uploaded, posted, e-mailed, submitted or otherwise
transmitted or maintained by the Extranet Site. Trident shall have the right to
change these general practices and limits at any time, in its sole discretion,
with or without notice.
Trident may (but is not required to) store and preserve User
Content in accordance with established policies and may disclose it if required
by law or in the good faith belief that such disclosure is reasonably necessary
or appropriate to (i) comply with the legal process,
(ii) enforce these Terms of Use, (iii) respond to claims that any User Content
violates the rights of third parties, or (iv) protect the rights, property and
personal safety of Trident, its direct and indirect parents, affiliates and
subsidiaries, and all of their respective shareholders, directors, officers,
agents, and employees successors and assigns. Trident may transmit and store
User Content over various networks, computer servers and other technological
means, and Trident may modify User Content to conform and adapt it to technical
requirements of connecting networks or devices.
9. Termination
Trident may, without prior notice, suspend or terminate your
Password, Login ID or any other use of the Extranet Site and remove and discard
any of your User Content upon your violation of these Terms of Use. Upon
termination of your business relationship with Trident, your Password, Login ID
and any other use of the Extranet Site shall be terminated. You acknowledge and
agree that Trident shall not be liable to you or any third party and you hereby
waive, release and discharge Trident from any damage, loss, cost, expense or
liability of any and every kind and nature arising out of, relating to or
resulting from any termination or suspension of your access to the Extranet
Site.
10. Links and Advertising
The Extranet Site may provide, or third parties may provide,
links to other websites. Trident is not responsible for the availability of
such external sites, and neither endorses nor assumes any responsibility for
any content, advertising, products, services or other materials on or available
from such websites. Trident is not responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in
connection with the use of or reliance on any such content, goods or services
available on or through any such website. All consideration (monetary or
non-monetary) received by Trident on account of the placement or sale of
advertisements, endorsements and sponsorships on the Extranet Site will belong
solely to
Trident.
11. Disclaimer of Warranties
You expressly acknowledge and agree that your use of the
Extranet Site is at your sole risk. Trident attempts to ensure that the
information provided or otherwise displayed on the Extranet Site is secure and
accurate. However, the Extranet Site and its contents are provided on an
"as is, as available" basis. Trident assumes no responsibility for
the timeliness, deletion, mis-delivery or failure to store any of your User
Content or settings.
TRIDENT EXPRESSLY DISCLAIMS AND BY YOUR
USE OF THE EXTRANET SITE YOU HEREBY WAIVE, ANY AND ALL REPRESENTATIONS AND
WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE EXTRANET SITE, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY,
COMPLETENESS AND NON-INFRINGEMENT.
Without limitation to the foregoing, Trident makes no
warranties that (i) the Extranet Site will be
uninterrupted, timely, secure or error-free, (ii) the results that may be
obtained from the use of the Extranet Site will be accurate or reliable, (iii)
the quality of any products, services, information or other material you
purchase or obtain through the Extranet Site will meet your expectations, and
(iv) any errors in the Software will be corrected.
12. Limitation of Liability
YOU EXPRESSLY ACKNOWLEDGE AND AGREE
THAT TRIDENT, ITS DIRECT AND INDIRECT PARENTS, AFFILIATES AND SUBSIDIARIES, AND
ALL OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING,
WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF
TRIDENT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR RESULTING FROM
(I) YOUR USE OF OR INABILITY TO USE THE EXTRANET SITE, (II) UNAUTHORIZED ACCESS
TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR OTHER USER CONTENT, (III)
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE EXTRANET SITE, OR (IV) ANY
OTHER MATTER RELATING TO THE EXTRANET SITE
. Without limiting the
generality of the foregoing, Trident specifically disclaims, and you expressly
waive any liability for the cost of procurement of substitute goods and
services resulting from any goods, data, information or services purchased or
obtained or messages received or transactions entered into, through or from the
Extranet Site.
13. General
These Terms of Use govern your use of the Extranet Site and
constitute the final and entire agreement between you and Trident relating to
your use of the Extranet Site, superseding any and all prior understandings or
agreements, whether written or oral, between you and Trident regarding the
subject matter hereof. You may also be subject to additional terms and
conditions that may apply when you use affiliate services, third party content
or third party software.
Trident reserves all available legal and equitable rights and
remedies. These Terms of Use shall in no way be deemed or construed as a
limitation or waiver of any other rights or remedies Trident may possess.
The failure or delay of Trident to exercise or enforce any
right, power or privilege under these Terms of Use shall not constitute a
waiver of such right, power or privilege. No single or partial exercise of any
right, power or privilege under these Terms of Use shall preclude any other or
further exercise of such right, power or privilege or the exercise of any other
right, power or privilege. Any waiver of these Terms of Use, to be valid and
enforceable, must be in writing and signed by an authorized officer of Trident.
Whenever possible, each provision of these Terms of Use shall be
interpreted in such manner as to be legal, valid and enforceable under
applicable law. If any provision of these Terms of Use is finally determined by
a court of competent jurisdiction to be illegal, invalid or unenforceable, such
provision shall be severed and deleted from these Terms of Use and replaced
with a provision that is legal, valid and enforceable to the fullest extent of
applicable law, and the other provisions of these Terms of Use shall not be
affected thereby, but shall remain in full force and effect.
You shall not transfer, assign, sublicense or sublease your use
of the Extranet Site or any part thereof to any third party without the prior
written consent of Trident. Any transfer, assignment, sublicense or sublease
without such consent shall be null and void and without any legal force or
effect whatsoever.
The section titles in these Terms of Use are for convenience
only and have no legal or contractual effect.
These Terms of Use shall be enforced, construed and interpreted
in accordance with the laws of the State of California, without regard to its
conflicts of laws or choice of law rules. BY USING THE EXTRANET SITE, YOU IRREVOCABLY
SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR CALIFORNIA STATE
COURT SITUATED IN LOS ANGELES COUNTY, CALIFORNIA IN ANY SUIT, ACTION, CAUSE OF
ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR
RESULTING FROM THE EXTRANET SITE OR THESE TERMS OF USE. You hereby waive, to
the fullest extent permitted by applicable law, any objection that you may now
or hereafter have to such jurisdiction or to the laying of the venue of any
such suit, action, cause of action or proceeding brought in such a court and
any claim that such suit, action, cause of action or proceeding has been
brought in an inconvenient forum.
YOU HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, CAUSE OF ACTION OR
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR RESULTING FROM
THE EXTRANET SITE, YOUR USE THEREOF OR THESE TERMS OF USE AND THE
ENFORCEABILITY OR VALIDITY THEREOF,
IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING AND IRRESPECTIVE OF WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE.