This Agreement for Use of Customer Data (“Agreement”) is between The Material Works Ltd., an
Illinois corporation (“TMW”), and the customer identified in the signature block below (“Customer”).
A. Customer would like TMW to make certain information and documents (collectively,
“Customer Information”) available to Customer via TMW’s website (the “Website”) and/or via another
online website or service (“Online Service”).
B. TMW is willing to make such Customer Information available to Customer via the Website
and/or Online Services, as requested by Customer, subject to the terms and conditions of this
1. User Accounts. Subject to Customer’s agreement to and compliance with any terms and
conditions posted on the Website and/or Online Service, TMW authorizes Customer and its
employees to access and use, solely for Customer’s business purposes, any user account for which
TMW provides a username and password for Customer (each a “User Account”).
2. Applicable Terms. Customer agrees that it will not enter or use a User Account for any
purpose that is not expressly permitted by this Agreement or other applicable terms and conditions,
or is otherwise unlawful. Customer further agree to comply with all applicable laws, statutes,
ordinances, regulations, contracts and licenses regarding its use of the User Account.
3. Access to User Accounts. Customer shall protect its username and password by keeping
them confidential, except that Company may share its username and password with those
employees who reasonably require access to the User Account for Customer’s business purposes.
Customer will be responsible for all use of its User Account.
4. Customer Obligations. Customer shall immediately notify TMW (a) of any unauthorized use
of its User Account, and (b) if any employee who possessed the username and/or password for the
User Account is no longer an employee of Customer or is no longer permitted to access the User
5. Termination. TMW may terminate a User Account at any time, with or without notice and for
any reason (or no reason). Any termination shall be effective on the date specified in such notice or,
if no date is provided, shall be effective immediately. Customer agrees that, if its User Account is
terminated, it will not thereafter enter, or attempt to enter, the User Account.
6. Effect of Termination. Upon termination of a User Account, (a) Customer loses access to
the Customer Information therein, and (b) TMW may delete all such Customer Information.
Notwithstanding the foregoing, (y) TMW reserves the right to retain and use such Customer
Information for its business purposes and as necessary to comply with its legal obligations, resolve
disputes and enforce any applicable terms and conditions, and (z) will, upon request from Customer,
provide a copy of any retained Customer Information to Customer that has not already been
provided to Customer via another means (e.g., e-mail).
7. Security. Information transmitted on the Internet and/or stored on systems attached to the
internet (such as the Website and Online Services) are not 100% secure. As a result, TMW does not
ensure, warrant or guarantee the security or integrity of Customer Information. TMW will not be
responsible for disclosure of any Customer Information due to errors in transmission or the
unauthorized acts of third parties.
8. Disclaimer of Warranties. Customer expressly acknowledges and agrees that its use of the
Website and Online Service is at its sole risk. The Website is provided on an "AS IS", "WITH ALL
FAULTS", and "AS AVAILABLE" basis. TMW makes no representations or warranties relating to
the Website or Online Service including, without limitation, representations or warranties that (a) the
Website or Online Service shall meet Customer’s requirements, (b) the operation of the Website or
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Online Service will be uninterrupted or error free, (c) the Website or Online Service will be secure; or
(d) any defects in the Website or Online Service will be corrected. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, TMW HEREBY DISCLAIMS ANY AND ALL WARRANTIES
AND/OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN
INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR
PURPOSE (WHETHER OR NOT TMW KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED,
OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE WITH
RESPECT TO THE WEBSITE AND ONLINE SERVICE. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, TMW FURTHER DISCLAIMS ANY AND ALL WARRANTIES, AND/OR
REPRESENTATIONS OF QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT WITH
RESPECT TO THE WEBSITE AND ONLINE SERVICE. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY
RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL TMW OR ITS SERVICE PROVIDERS
BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
LOSS OF DATA, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE
PRODUCTS OR SERVICES OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF, OR IN
ANY WAY CONNECTED WITH, THE TERMS OF SERVICE, THE WEBSITE, AND/OR THE
ONLINE SERVICE, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN
IF TMW IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT
SUCH DAMAGES ARE A REASONABLY FORESEEABLE CONSEQUENCE OF A BREACH OF
THIS AGREEMENT OR A TORT THAT FALLS WITHIN THE SCOPE OF THIS AGREEMENT. In no
event shall TMW's total liability to Customer for any damages arising out of or in any way connected
with the Website or Online Service, whether for breach of contract, in tort or otherwise, exceed the
greater of ten dollars ($10).
10. Indemnification. Customer shall hold harmless and indemnify TMW and its affiliates,
officers, agents, and employees from any claim, suit or action arising from or related to access
and/or use of the Website and/or Online Service whether (a) by Customer or those acting on its
behalf, or (b) via a User Account, including any liability or expense arising from claims, losses,
damages, suits, judgments, litigation costs and attorneys’ fees.
11. Governing Law. This Agreement, and all matters arising out of or relating to this Agreement,
shall be governed by the laws of the State of Illinois, without giving effect to the conflict of law