Armor® LICENSE AGREEMENT

(Last modified Jul 30, 2020)

TITAN ARMOR® LICENSE AGREEMENT

BY EXECUTING this Titan Armor® License Agreement, you are warranting that you understand, agree to, and accept these Terms and Conditions contained herein (the “Terms”), and you represent that you have the authority to bind your Company to this Agreement. You may not access Titan Armor® if you are, or are attempting to become, a direct competitor of TITAN, or for purposes of monitoring Titan Armor®’s availability, performance or functionality, or for any other benchmarking or competitive purposes.

Access to ARMOR is on a month-to-month basis, automatically charged to your credit card on file. Throughout the duration of the Agreement, you agree to be bound by the terms of this License Agreement.

Definitions

The term “TITAN” means TITAN Manufacturing Solutions, Inc, its affiliated companies, employees, agents, licensors and contractors. The term Titan Armor®, or "ARMOR", means the online, web-based application and platform provided by TITAN via https://system.titanarmor.com and/or other associated web pages (the “Site”). The term “Licensee” means the company and/or individual that has executed this Titan Armor License Agreement with TITAN. The term “User” means any individual who is authorized to use the Site, who has been supplied a username and password by Licensee (or by TITAN at Licensee’s request), and who is utilizing the Site on the Licensee’s behalf.

Privacy Statement

TITAN is committed to protecting Licensee’s privacy. TITAN will not sell, share, or rent Licensee’s personal information to any third party. Like most interactive web sites, ARMOR uses cookies to enable TITAN to retrieve User details for each visit. Cookies are used in some areas of ARMOR to enable the functionality of these areas. TITAN uses IP addresses to analyze trends, administer the Site, track User’s movement, gather broad demographic information for aggregate use, and for systems administration, detecting usage patterns and troubleshooting purposes. IP addresses are not linked to personally identifiable information.

ARMOR may provide links to other World Wide Web sites or resources. TITAN is not responsible for the privacy practices, or content, of these sites. Therefore, Licensee agrees that TITAN is not responsible for the availability of such external sites or resources, nor liable for any content, advertising, products, or other materials on or available from such sites or resources. TITAN will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from User’s disclosure to third parties of personal information.

Confidentiality

For purposes of this Agreement, confidential information shall include details of ARMOR’s functionality, User’s data, and any other information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) was independently developed by the recipient.

Each party agrees: (a) to keep confidential all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights under this Agreement; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own, but in no event shall such manner of protection be performed with less than reasonable care; and (d) to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Agreement will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation.

Without limiting the above, TITAN and Licensee shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Confidential Information. User is responsible for the confidentiality and use of its username, password and data. Licensee agrees to immediately notify TITAN if Licensee becomes aware of any loss or theft or unauthorized use of this information. User is also responsible for all electronic communications, including those containing business information, User data, and all other data of any kind contained within emails or otherwise entered electronically through ARMOR.

Term of the Agreement

The term of this Agreement shall be month-to-month, corresponding with the day Licensee provisions its ARMOR access with a credit card (the “Effective Date”). At any time, Licensee may terminate its ARMOR access via email notification to TITAN. No refunds for partial months’ access are permitted, and amounts paid for Licensee’s ARMOR access are not refundable. Therefore, Licensee’s ARMOR access will be terminated on the next Effective Date corresponding to the notice of termination.

Licensee’s monthly ARMOR access fee is charged automatically against Licensee’s credit card on file, on the Effective Date of each month. If processing the credit card is unsuccessful, Licensee’s access shall be suspended until successful payment is rendered. Licensee agrees that TITAN shall not be liable for any suspension of Licensee’s ARMOR access resulting from nonpayment of fees.

TITAN reserves the right to modify Licensee’s monthly ARMOR access fee from time to time at TITAN’s sole discretion. TITAN shall notify Licensee via email prior to Licensee’s next Effective Date. By continuing to access ARMOR, Licensee conclusively confirms its acceptance of any such changes.

Availability

TITAN commits to provide best effort for uptime with respect to ARMOR availability. TITAN, in its sole discretion, may take ARMOR down for unscheduled maintenance from time to time. TITAN does not warrant that ARMOR availability will be uninterrupted, timely or error free, although it is provided to TITAN’s best ability. TITAN shall not be liable for any failure to provide ARMOR availability which is due to an event beyond TITAN’s reasonable control including but not limited to any Act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or manmade eventuality outside of TITAN’’s control, which causes downtime of ARMOR.

TITAN currently limits Licensee’s amount of database storage to 10GB. If Licensee’s bandwidth usage exceeds 300 MB/month, TITAN reserves the right to immediately disable Licensee’s ARMOR access until Licensee can reduce its bandwidth consumption.

Third-Party Hardware and Software

Licensee agrees to use third party software necessary for accessing ARMOR, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by ARMOR. Licensee understands that TITAN also uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run ARMOR. Licensee understands that the technical processing and transmission of ARMOR functionality and data may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

TITAN does not guarantee compatibility with any third party hardware or software, and TITAN shall not be responsible for any changes or new developments in third-party tools which might interrupt Licensee’s current use or interaction with ARMOR. In addition, TITAN is not responsible for any compromise of data transmitted across the Internet, computer networks or other telecommunications facilities which are not owned or operated by TITAN. TITAN is not responsible for any electronic communications and/or User data which are delayed, lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever.

Rights in Developed Materials

Licensee understands and acknowledges that TITAN owns and shall own all rights, title and interest in and to all intellectual property rights in ARMOR. Licensee understands and agrees that any suggestions, enhancement requests, feedback or recommendations provided to TITAN regarding ARMOR, will be treated by TITAN as non-confidential, and may be used by TITAN for any purpose without acknowledgement or compensation to Licensee. No rights are granted to Licensee hereunder other than as expressly set forth herein. TITAN shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual right to use or incorporate into ARMOR any suggestions, enhancement requests, recommendations or other feedback provided by Licensee or its Users, relating to the operation of ARMOR.

The Titan Armor® logo is a registered trademark of TITAN in the United States. TITAN Armor®, the Armor® logo, and other TITAN service marks, logos and product and service names are marks of TITAN (the “TITAN Marks”). Licensee agrees not to display or use the TITAN Marks in any manner without TITAN’s express prior written permission.

Licensee shall not (and shall not allow any third party to) copy, modify, reproduce, distribute, republish, display, post or transmit in any form or by any means, create a derivative work of, reverse engineer, or decompile any aspect of ARMOR, or otherwise attempt to create unauthorized access to ARMOR and/or modified versions of ARMOR, including (without limitation) for the purpose of building a similar or competitive product or service. Redistribution or republication of any part of ARMOR or its content is prohibited.

Notwithstanding anything contained herein to the contrary, Licensee acknowledges and agrees that in the event of any breach of any of the provisions of the three (3) immediately preceding paragraphs, TITAN may suffer irreparable injuries for which there would be no adequate remedy at law. Accordingly, in such event, TITAN shall be entitled to seek a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of such provisions. Such a remedy is separate and apart from any other remedy TITAN may have under this Agreement.

Ownership of Data

Subject to the terms of this Agreement, TITAN agrees that, as between Licensee and TITAN, Licensee’s data shall at all times be considered the property of Licensee. Licensee exclusively owns all rights, title and interest in and to all of its data. However, TITAN may, but has no obligation to, remove data containing content that TITAN determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable.

Licensee understands and agrees that it is TITAN’s practice to make tape backup copies of Licensee’s data. Licensee acknowledges and agrees that TITAN may store and maintain such data. Subject to these Terms, Licensee grants TITAN a limited non-exclusive non-transferable license to copy, store, record, transmit, maintain, display, view, print, or otherwise use Licensee’s data to the extent necessary to support Licensee’s use of ARMOR. Licensee agrees that this license to store and maintain Licensee’s data shall survive the termination of Licensee’s access to ARMOR for approximately one year for the sole purpose of storing backed-up data at TITAN’s offsite storage facility.

Termination

In the event that TITAN has reasonable grounds to believe that Licensee has violated this Agreement, has otherwise acted unlawfully, or Licensee’s User(s) has caused immediate, material and ongoing harm to TITAN or others through its use of ARMOR, TITAN may immediately terminate this Agreement and Licensee’s access to ARMOR. Licensee acknowledges that termination may be effected without notice to Licensee. Licensee agrees that TITAN shall not be liable to Licensee, or to any third party, for terminating Licensee’s ARMOR access in conformance with this Section. Upon termination of Licensee’s ARMOR access, Licensee shall have no rights to continue use of ARMOR, but all of these Terms shall survive any termination of Licensee’s ARMOR access.

Failure of TITAN to enforce any of the provisions set out in these Terms, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms or any part thereof, or the right thereafter to enforce each and every provision.

Warranties and Disclaimers

ARMOR is provided "as is" and "as available" without warranties of any kind either express or implied. Licensee understands and agrees that it uses ARMOR at its own discretion and risk and that it will be solely responsible for any damages to its computer system or loss of data that results from use of ARMOR.

EXCEPT AS STATED ABOVE, TITAN DOES NOT REPRESENT THAT LICENSEE’S USE OF ARMOR WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT ARMOR WILL MEET LICENSEE’S REQUIREMENTS OR THAT ALL ERRORS IN ARMOR WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES ARMOR AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY TITAN. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

Limitation of Liability

TITAN shall not be liable for any direct, special, incidental, consequential, punitive, reliance, or exemplary damages, or indirect damages of any type or kind that result from Licensee’s use of (or its inability to use) ARMOR, unauthorized access to or alteration of Licensee’s transmissions or data, any other matter relating to ARMOR, TITAN’s breach of warranty, negligence, tort, or any other legal cause of action arising from or in connection with these Terms, even if TITAN has been advised of the possibility of such damages. In no event will TITAN’s total liability for all damages, losses, and causes of action arising out of or relating to the use of ARMOR exceed the amount paid by Licensee, if any, for ARMOR during the ninety (90) days immediately preceding the day the act or omission occurred that gave rise to Licensee’s claim.

Licensee agrees that the consideration which TITAN is charging hereunder for Licensee’s ARMOR access does not include consideration for assumption by TITAN of the risk of Licensee’s incidental or consequential damages. The essential purpose of this provision is to limit TITAN’s potential liability arising from use of ARMOR. The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with the license of ARMOR and that, were TITAN to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher. Licensee agrees that TITAN shall not be liable for any modification of ARMOR, including price change, suspension or discontinuance of ARMOR.

Indemnification; Hold Harmless

By using ARMOR, Licensee hereby indemnifies TITAN against any loss or damage, in whatever manner, howsoever caused. Without limiting the generality of the foregoing, Licensee will indemnify, defend (at TITAN's option and election) and hold TITAN harmless from and against any claims, actions, proceedings, losses, damages and liabilities, including attorneys' fees (of attorneys selected by TITAN), arising out of or related to Licensee’s violation of any of these Terms. No settlement shall be entered into without TITAN's consent. TITAN reserves the right, at Licensee’s cost and expense, to assume control of the defense and/or settlement of any matter for which Licensee is required to indemnify TITAN and Licensee agrees to provide TITAN with full cooperation in connection therewith.

TITAN will indemnify, defend and hold Licensee harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Licensee which arise out of or result from TITAN’s violations of any of these Terms; provided that Licensee (a) promptly gives TITAN notice of the claim, suit, action, or proceeding; (b) gives TITAN sole control of the defense and related settlement negotiations; and (c) provides TITAN with all reasonably available information and assistance necessary to perform TITAN’s obligations under this paragraph.

EXCEPT AS STATED ABOVE, TITAN DOES NOT PROVIDE ANY INDEMNIFICATION OR DEFENSE OF ANY KIND TO LICENSEE FOR ITS OR ANY THIRD PARTY CLAIMS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES OR LIABILITIES ARISING OUT OF OR RELATED TO LICENSEE’S USE OF ARMOR.

Notification of Changes

TITAN reserves the right to change these Terms, including pricing for ARMOR access, from time to time as it sees fit. If there are any changes to these Terms, TITAN will post notice of such changes to the Site. Licensee is therefore advised to re-read this License Agreement on a regular basis. If Licensee does not agree to any of such changes, Licensee shall have the right to terminate its ARMOR access by delivering email notice thereof to TITAN. Licensee’s continued use of ARMOR shall conclusively confirm its acceptance of any such changes.

Relationship of the Parties; Jurisdiction; Attorney Fees

The parties are independent entities. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, employment or any other legal relationship between the parties other than licensor and licensee. TITAN is not undertaking to provide legal advice to Licensee, and no attorney-client relationship is being formed by these Terms. If Licensee so chooses, Licensee should hire counsel of its choice to review these Terms.

These Terms shall be governed by the laws of the State of Colorado, without giving effect to its conflicts of law principles. In the event of any dispute, the prevailing party shall be entitled to recover reasonable costs and attorney’s fees. Licensee and TITAN agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Arapahoe, Colorado. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Licensee’s use of ARMOR must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms in their entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of Licensee’s ARMOR access upon email notice to the assigning party. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Severability

If any of these terms are deemed invalid or unenforceable for any reason, then the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply.

Acceptance

By clicking on the Accept button below, Licensee agrees to abide by all terms and conditions of this License Agreement with TITAN.