Subscription Agreement

This Subscription Agreement is a binding legal contract between MSDS BinderWorks, Inc., d/b/a SDS BinderWorks, Inc. (SDS BinderWorks) and the individual or legal entity subscribing to the SDS BinderWorks compliance services ("Services"). By clicking the "I AGREE" button or by accessing or using the Services, you represent that you have the authority to enter into these Terms on your own behalf or on behalf of the legal entity you represent.

This Agreement governs your use of any services or features provided by SDS BinderWorks, including the Services specified on any customer order submitted by you to SDS BinderWorks or the Services you purchase by subscribing through registration on this web site. By signing any customer order or registering, you acknowledge you have read and understand the terms of this Agreement and agree to be bound thereby.

Registration

To access and use these Services, you must create an account that is protected by a user name and password ("Your Account"). You agree to keep your password and other account details (User Data) secret and not share them with anyone else, in order to prevent unauthorized access to Your Account. If you obtain access to the Services through your business, you acknowledge and agree that other users may have been designated to access or manage Your Account and User Data. You are solely responsible for Your Account and User Data. SDS BinderWorks is not liable for any losses or damage arising from any access to or use of Your Account and User Data. If You believe there has been unauthorized access to Your Account, you must notify us immediately.

Subscription For Services

Your subscription will commence on the day You click the "I AGREE" button. Subscriptions last for a fixed period of time as you may choose.

If you cancel your subscription, we are not obligated to refund subscription charges already paid and cancellation will take effect at the end of the current subscription period unless a sooner date is requested. Your subscription will automatically terminate upon the earlier of (1) cancellation or failure to pay subscription fees when due, if applicable, (2) SDS BinderWorks discontinuation of the Services, or (3) failure to comply with these terms. You acknowledge and agree that after cancellation of your subscription period, our policy is to automatically delete all User Data protected by Your Account.

Fees

You agree to pay SDS BinderWorks all fees specified in the Subscription (the "Fees") for which we invoice you. Fees are due and payable within thirty (30) days after the date of the applicable invoice. All Fees are nonrefundable.

Fees do not include applicable sales, use, and other taxes imposed in connection with this Agreement, which taxes shall be paid by you. Where applicable and upon request, you will supply to SDS BinderWorks any applicable exemption certificate. You agree to pay for any services performed, at your request, beyond the scope of the Services described in the subscription at our then-prevailing rates.

License and Restrictions

SDS BinderWorks hereby grants you a limited, non-exclusive license to use the Services indicated in your subscription or customer order, subject to the restrictions and limitations specified therein and the terms of this Agreement during the period of your subscription. Upon the termination of your subscription this license and all rights and privileges thereunder shall cease.

You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

You may use the Services only for your internal business purposes and shall not: (1) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) send or store material containing software viruses, Trojan horses or other harmful computer code or; (3) interfere with the performance of the Services or the data contained therein. You acknowledge that the Services are designed to function in the hardware and software operating environments specified in your applicable documentation. SDS BinderWorks shall not be responsible or liable for the use, operation, or functionality of the Services, and the limited warranty set forth below shall be null and void with respect to such Services, if operated in a hardware or software operating environment other than that specified.

Service Maintenance

During the term of your subscription, SDS BinderWorks shall make available to you at no additional cost such new releases, upgrades, and bug fixes with respect to the Services as may, from time to time, be developed and made generally available by us at no cost to other subscribers of such Services under similar circumstances. All such new releases, upgrades, and fixes shall be deemed to constitute part of the applicable Services and shall be subject to the terms of this Agreement.

Your Conduct

You are responsible for ensuring that your use of the Services is in compliance with all applicable foreign, federal, state and local laws, rules and regulations. You shall defend, indemnify and hold SDS BinderWorks, its officers, directors and shareholders, harmless from and against any and all damages, fines or penalties (including attorneys' fees) in connection with your use of the Services, your violation of these terms or any claims that the Services were exported or otherwise shipped or transported by you in violation of applicable laws, rules and regulations, or any claim of misuse of the Services.

Except as expressly permitted by this Agreement, you shall not, directly or indirectly, use or permit the use of, reproduce, disclose or transfer any portion of the Services or any of your rights thereto (as granted by this Agreement) or remove or cancel from view any copyright, trademark, or other proprietary or confidentiality notice or legend appearing on or in the Services or any other materials provided or made available by SDS BinderWorks hereunder.

Services

We will provide to you the specific Compliance Services indicated in your subscription in accordance with the specific instructions and descriptions set forth therein, which may include our requests of copies of MSDS's from your suppliers or manufacturers. Services shall be deemed to have been accepted by you upon their completion by SDS BinderWorks unless you provide us with written notice of a deficiency within thirty (30) days after such completion. You are solely responsible for installing and configuring at your location, or workstations or servers, any deliverables or other materials delivered by SDS BinderWorks to you in connection with the Services that require such installation or configuration.

Confidentiality

The Services and any other materials provided or disclosed by SDS BinderWorks in connection with this Agreement may contain our confidential and proprietary information that is not in the public domain and is of commercial value to us (Confidential Information). You may use Confidential Information only as necessary and appropriate to receive the benefit of the Services in accordance with this Agreement. You shall hold such information in confidence and shall at all times use a reasonable standard of care to maintain the confidentiality thereof. This obligation with respect to Confidential Information shall continue for a period of three (3) years after termination of this Agreement.

Proprietary Rights

The Services, and any other materials (except for the MSDSs) provided by SDS BinderWorks to you hereunder constitute valuable proprietary material of SDS BinderWorks and are protected by applicable intellectual property laws. Except for the rights expressly granted to you under this Agreement, all technology, the Services, and other materials that are provided and all proprietary rights pertaining thereto, are and shall remain the property of SDS BinderWorks. You shall include any proprietary notices included in the Services or any such other materials on all copies made thereof. All MSDSs are created and owned by their respective authors and all rights pertaining thereto shall remain the property of such authors. We neither claim nor grant any ownership rights in any MSDS.

Termination

Upon breach of this Agreement, either Party may terminate this Agreement by sending written notice to the breaching Party, describing in reasonable detail the reasons for such termination. In the event the other Party fails to cure such breach within thirty (30) days after being provided written notice thereof (except with regard to a payment obligation breach hereunder, in which case the cure period shall be only ten (10) days. All rights and licenses granted herein to you shall terminate and you shall promptly return or destroy all confidential information, results of the Services, and related materials in your possession or control, upon termination of this Agreement.

Warranties

SDS BinderWorks warrants that its Services will be provided substantially in accordance with the applicable specifications and documentation generally made available by us, provided that you shall have properly accessed and used the Services in accordance with this Agreement and such specifications and documentation. SDS BinderWorks does not represent, warrant, or covenant that the Services or the operation and use of the Services, will meet your requirements, that use of the Services shall be completely without interruption or error-free, or that all defects (including, but not limited to, minor defects that do not significantly affect functionality or features) will be corrected. You must provide us with written notice describing any failure of the Services to satisfy the limited warranty set forth herein, and repair or replacement shall be your sole remedy for any such failure. If, after receiving written notice from you, SDS BinderWorks determines that it is unable to repair or replace the Services in a manner that satisfies such warranty, then we will refund any fees that you have paid for the Services hereunder during the immediately preceding twelve (12) months.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED ABOVE, SDS BINDERWORKS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT. THE COMPLIANCE SERVICES ARE PROVIDED BY SDS BINDERWORKS ON AN "AS-IS" BASIS, WITHOUT ANY FURTHER WARRANTIES OF ANY KIND AND WE DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES, AND THE OTHER MATERIALS (INCLUDING, BUT NOT LIMITED TO, MSDS DOCUMENTS, REPORTS, ADVICE, AND RECOMMENDATIONS, IN ANY FORM) PROVIDED BY SDS BINDERWORKS IN CONNECTION WITH THIS AGREEMENT, ARE OR WILL NECESSARILY ALWAYS BE TOTALLY ACCURATE, CURRENT, OR COMPLETE, CONTINUOUSLY AVAILABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU MAY CHOOSE TO PUT THEM. SDS BINDERWORKS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, OTHER THAN THOSE SET FORTH ABOVE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES THAT MIGHT ARISE THROUGH USAGE OF TRADE OR CUSTOM OR COURSE OF DEALING.

IN NO EVENT SHALL SDS BINDERWORKS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS, DAMAGE, OR EXPENSE RELATING TO THE APPROPRIATENESS, CONTENT, RETENTION, AVAILABILITY, USE, OR MSDS DOCUMENTS OR REPORTS, ADVICE, OR RECOMMENDATIONS PROVIDED IN CONNECTION THEREWITH. YOU ARE RESPONSIBLE FOR CONFIRMING THAT ANY MSDS THAT YOU ACCEPT, USE, OR OTHERWISE OBTAIN FROM OR THROUGH THE SERVICES, IN CONNECTION WITH THIS AGREEMENT, IS APPLICABLE TO AND APPROPRIATE FOR PURPOSES FOR WHICH YOU MAY NEED AN MSDS. YOU ACKNOWLEDGE WE DO NOT AUTHOR OR CHANGE ANY INFORMATION CONTAINED IN ANY MSDS AND THAT WE ASSUME NO LIABILITY WITH RESPECT TO THE ACCURACY, COMPLETENESS, OR CURRENCY OF ANY SUCH INFORMATION. WE SHALL BE ENTITLED, WITHOUT INCURRING LIABILITY TO RELY ON INFORMATION PROVIDED BY YOU, IN WRITTEN OR ORAL COMMUNICATIONS WITH YOUR PERSONNEL, AND ON INFORMATION APPROVED OR ACCEPTED BY YOU, WITH RESPECT TO SPECIFIC SERVICE FOR WHICH AN MSDS IS SOUGHT OR REQUESTED.

Liability and Limitations

SDS BINDERWORKS, ITS OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (i) YOUR USE OR FAILURE TO RELY ON THE SERVICES OR ANY OTHER MATERIALS (INCLUDING, BUT NOT LIMITED TO, ANY MSDS DOCUMENTS AND ANY REPORTS AND RECOMMENDATIONS, IN ANY FORM) AVAILABLE TO YOU IN CONNECTION WITH THIS AGREEMENT; OR (ii) ANY DECISIONS MADE, OR ACTIONS TAKEN, BY YOU WITH REGARD TO, OR AS A RESULT OF USE OF ANY SUCH MATERIALS. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE OR DOWNTIME OF FACILITIES, EQUIPMENT, OR SERVICES, COSTS OF BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE WERE ADVISED, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

IN ANY JURISDICTION THAT DOES NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE WITH THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT LIMITING ANY OF THE FOREGOING PROVISIONS OF THIS SECTION. NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OR OTHER PROVISION OF THIS AGREEMENT, IF WE ARE FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS ARISING UNDER THIS AGREEMENT, OUR MAXIMUM LIABILITY, FOR ALL SUCH CLAIMS AND OTHER MATTERS SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO US HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT MOST RESPONSIBLE FOR CREATING SUCH LIABILITY.

OUR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND AS A CONSEQUENCE WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

Indemnification

SDS BinderWorks shall defend, indemnify, and hold you harmless from and against any claims, and other proceedings ("Claims"), and shall pay all damages, liabilities, settlements, judgments, interest, expenses and reasonable attorneys' fees and court costs, to the extent arising out of any claims by any third party that the Services (excluding any material furnished by, or included at your direction) infringe upon a United States copyright or patent. In the event of such claim, we may either obtain a license to allow you to continue to use the allegedly infringing item or develop a non-infringing substitute of substantially equivalent functionality and performance. If we determine that neither of the foregoing options is commercially reasonable, then we may terminate this Agreement and refund to you any prepaid fees for the then-remaining or unexpired portion of the term.

Notwithstanding the foregoing, SDS BinderWorks shall have no obligation to indemnify, defend, or hold you harmless from any claim to the extent that it is based upon: (1) a modification by you; (2) a modification made by SDS BinderWorks pursuant to your order or in reliance on information provided by you; or (3) the use by you of the Services other than in accordance with this Agreement. This Section describes your exclusive remedy, and SDS BinderWorks' entire liability, for any claim that any SDS BinderWorks' materials violate or infringe upon the rights of any third party.

Changes to the Service

SDS BinderWorks reserves the right to, without prior notice, at any time and from time to time: (1) offer new or substitute products and services; (2) modify or discontinue offering all or any particular products or services; and (3) post a revised version of this Agreement on our web site. Nevertheless, during the term of your subscription, we shall not, except as expressly provided elsewhere in this Agreement: (1) materially reduce or decrease the functionality or features of the Services; or (2) cease offering any of the Services without offering a substitute of comparable functionality and features. Further, despite the posting of a new version of this Agreement, any previously executed subscriptions shall continue to be governed by the version of this Agreement in effect as of the effective date of such subscription.

Governing Law

This Agreement shall be governed by and construed under the substantive laws of the State of Iowa, without regard to choice of law provisions thereof.

Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Parties regarding the subject matter hereof and supersedes any prior understandings or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by both of the Parties.

Forum

The exclusive forum and venue for any legal or equitable claim or action brought in connection with this Agreement shall be the state or federal courts located in Polk County in the State of Iowa. The Parties hereby submit and consent to the personal and subject matter jurisdiction of such courts and waive any objection or claim that venue is improper for any reason in such courts.

Waiver

The failure of either Party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision or in any way affect the validity of this Agreement. The waiver of any default by either Party shall not be deemed a continuing waiver, but shall solely apply to the instance to which such waiver is directed.

Arbitration

Except for any claims seeking injunctive relief, all claims arising out of this Agreement shall be handled in the following manner. Each Party agrees to notify the other in writing as soon as reasonably practicable after becoming aware of the basis of a claim and to use commercially reasonable efforts to informally resolve or settle the claim after providing or receiving such notice. Nevertheless, if the Parties fail to resolve such claim within thirty (30) days after the date such notice was received; either Party may submit the claim to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.

Force Majeure

Neither Party shall be liable or deemed to be in default for any failure in performance hereunder to the extent resulting, directly or indirectly, from acts of God, terrorism, or civil insurrection, strikes or other organized labor interruption, telecommunications or utility interruptions or fire, floods, or other natural disasters beyond the reasonable control of such Party, and any failure of the other Party to fulfill its obligations hereunder.

No Third Party Benefit

The provisions of this Agreement are for the sole benefit of the Parties hereto. Except as expressly provided herein, this Agreement neither grants any rights, benefits, or claims upon any person or entity not a Party hereto nor precludes any actions against, or rights of recovery from, any persons or entities not Parties hereto.

Notice

All notices required hereunder shall be in writing or in electronic format and shall be deemed to have been given when mailed by first class mail, when sent via email or when sent via receipted facsimile to the respective addresses, specified in the applicable Subscription and as updated in accordance herewith.

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