Big Data Resource User Sublicense Agreement

IMPORTANT - READ CAREFULLY:This User Sublicense Agreement (“Agreement”) is a contract between the company or entity you represent and the American Coatings Association, Inc. (“ACA”) governing your access to and use of The Big Data Resource (“the Resource”). The terms “you” and “your” as used herein refer to the company or entity you represent, as identified in the signature field below. ACA has collaborated with the North Carolina State University (“NCSU”) to provide you with the Resource, conditioned on your acceptance of all terms, conditions, policies, and notices as stated herein and as may be communicated to you in the future. By submitting the signature information below and pressing the “Accept” button, you agree to be legally bound by this Agreement.

• Term & Termination. This Agreement will take effect upon pressing the “Accept” button below. You may terminate this Agreement at any time by ceasing use of the Resource and providing written notice to ACA. This Agreement terminates automatically if you cease to be a member of ACA or upon the termination or expiration of ACA’s right to provide its members with access to the Resource. ACA further reserves the right in its sole direction to at any time and without notice to modify, suspend, terminate, and/or interrupt operation of or access to the Resource, or any portion thereof, in order to protect the Resource or the intellectual property or business interests of ACA, NCSU, and/or their members and affiliates. The provisions of this Agreement concerning intellectual property rights, governing law, warranties, limitations of liability, indemnities, and any other provisions which contemplate continuing effectiveness, will remain in effect after termination.
• Privacy. You acknowledge that any personal information collected through the use of the Resource is governed by NCSU’s data collection and/or privacy policies, as may be updated from time to time.
• License. Subject to your agreement and adherence to the terms of this Agreement, you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the Resource solely in connection with your business operations. The license granted to you hereunder is not sublicensable, except to any related entity that is at least fifty percent (50%) owned or controlled by you. Any permitted sublicense is further contingent on the sublicensee’s agreement and adherence to the terms of this Agreement.
• Restrictions on Use. You agree that you will not use the Resource (i) in a manner designed to harm or impair the computer systems of ACA, NCSU, or their affiliates, (ii) to gain unauthorized access to information or materials that are not intentionally made available through the Resource, or (iii) in any manner that violates applicable law. Unauthorized distribution and large volume copying of the content featured in the Resource is strictly prohibited, including without limitation, copying through the use of a robot, spider, or other such software. You agree that you will take reasonable measures to safeguard your credentials for accessing the Resource and agree not to provide any third party with unauthorized access to the Resource
• Compliance with Law. You are solely responsible for your use of the Resource, including without limitation, complying with all law, rules, or regulations relating to or arising from such use.
• Intellectual Property. The technology, content, names, trademarks, service marks, and logos featured in the Resource are owned by or licensed to ACA and are protected under U.S. and international intellectual property laws. ACA and its licensors retain all proprietary rights to the aforementioned items.
• Indemnification. You hereby agree to defend, indemnify, and hold harmless ACA, NCSU, their affiliates, and each of their respective employees, directors, officers, and assigns, from and against all third-party claims and the associated losses, costs (including reasonable attorney’s fees), damages, or demands arising out of your use of the Resource or your breach of this Agreement. This indemnification obligation does not apply to any third-party claims that are proven to result from the negligence or willful misconduct of the party seeking indemnification hereunder.
• Governing Law. This Agreement is to be construed and enforced in accordance with the laws of North Carolina without giving effect to its principles of conflict of laws.
• Warranty and Representations. You represent and warrant that (a) you are authorized to enter into the Agreement and perform its obligations; and (b) the signatory who executes this agreement on your behalf is authorized to bind you to the terms hereunder.
• Disclaimers. the resource is provided on an “as-is” and “as-available” basis. aca, NCSU, and their affiliates expressly disclaim, TO THE FULLEST EXTENT OF THE LAW, all warranties, express or implied, including without limitation: (i) the implied warranties of merchantability or fitness for a particular purpose; (ii) a warranty of design, (iii) a warranty of satisfactory quality, AND (iV) a warranty of non-infringement of any THIRD-PARTY copyright, patent, or other proprietary right. NEITHER ACA, NCSU, NOR ANY OF THEIR AFFILIATES, WARRANTS THAT THE RESOURCE OR ITS CONTENT WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. USE OF THE RESOURCE IS ENTIRELY AT YOUR OWN RISK, AND ACA AND NCSU ASSUME NO LIABILITY OR RESPONSIBILITY THEREFOR. THE FOREGOING EXCLUSIONS AND LIMITATIONS APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND.
• Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, aca and NCSU will not be LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES that in any way relate to or arise from the resource or your use of THE resource. MOREOVER, THE TOTAL LIABILITY OF ACA AND OF NCSU FOR ANY REASON WHATSOEVER RELATED TO THE AGREEMENT WILL NOT EXCEED FIVE THOUSAND DOLLARS (US$5,000). NOTHING IN THIS AGREEMENT SHOULD BE CONSTRUED AS LIMITING ANY DEFENSES, RIGHTS, OR IMMUNITIES THAT ARE AVAILABLE TO ACA OR NCSU.
• Modification of Agreement. ACA reserves the right to make changes to this Agreement and the terms pertaining to the use of the Resource at any time. Your continued use of the Resource after ACA provides you with notice of any such changes constitutes your agreement to be bound thereby.
• Waiver and Severability. No waiver by ACA of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this Agreement will continue in effect.
• Miscellaneous. This Agreement represents the entire agreement between you and ACA with respect to the subject matter herein and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and ACA. No joint venture, partnership, employment, or agency relationship exists between you and ACA as a result of this Agreement or your use of the Resource.