NETWORK ACCESS AGREEMENT
THIS NETWORK ACCESS AGREEMENT (“Agreement”) is made and entered into as of the Effective Date as defined below, by and between Mason Companies, Inc., with offices at 1251 1st Avenue, Chippewa Falls, Wisconsin 54729 (on its own behalf and on behalf of its affiliates, collectively “Company”), and the person agreeing hereto (“User”) on User’s behalf and on behalf of the User Affiliates, as defined below.
WHEREAS, User desires to access Company’s computer and electronic network, systems and equipment (collectively, the “Network”), and Company is willing to grant such access subject to the terms hereof.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Access. Company hereby grants access to the Network subject to the terms hereof and other rules and requirements established by Company, and User agrees to comply with the terms hereof and such other rules and requirements. User has provided information regarding the nature, scope and extent of Network access required and access is granted solely for such purpose and only to the extent necessary for such purpose. User shall not attempt to access any content within, or part of, the Network that is not within the foregoing grant. User is responsible for ensuring that User’s access to the Network is compliant with Company’s requirements and for preventing unauthorized access to the Network through or in connection with User’s access. Company reserves the right to monitor, track and audit User’s access and use of the Network, and User consents to such monitoring, tracking and auditing. User understands that access may be limited from time to time due to general Network availability. Access may also be limited or revoked by Company at any time for any reason in Company’s sole discretion. This Agreement merely grants access to the Network, and no license is granted, directly or indirectly, to or in connection with any trademark, copyright, trade secret, or other intellectual property of Company.
2. Acceptable Use of Network. In addition to any other provision of this Agreement regarding use of the Network, User must:
- Use resources only for authorized purposes;
- Protect any assigned credentials, authentication and authorization mechanisms, and systems, from unauthorized use, as User is responsible for any use thereof and for any activity originating from User and User’s systems;
- Access only information to which User has been given authorized access;
- Protect data pursuant to the terms of this Agreement, Company’s policies, and applicable laws;
- Use only legal versions of copyrighted software in compliance with vendor license requirements and applicable law;
- Be considerate in the use of shared resources, refraining from monopolizing systems, overloading networks with excessive data, degrading services, or wasting computer time, connection time, disk space, printer paper, manuals, or other resources;
- Restrict personal use of the Network to incidental, intermittent and minor use that is consistent with Company policy and applicable law;
- Include only material germane to Company in electronic communications related to Company or within the Network, such as e-mail, websites, and blogs;
- Store Confidential Information as defined below and other sensitive data only in Company’s approved secure locations;
- Transmit and transport Confidential Information as defined below and other sensitive data, information, and information assets only via Company’s approved secure mechanisms;
- Use Bring Your Own Device (BYOD) only in the manner approved by Company;
- Revise passwords and other authentication and authorization mechanisms suspected of compromise; and
- Immediately report identified or suspected security incidents to Company.
3. Prohibited Use of Network. In using the Network, User must not:
- Gain access to or use system, files, or data of Company or another person or entity without permission from an authorized representative of Company and any relevant individual or entity;
- Reveal a password or other authentication and authorization means to any other individual, even those claiming to be a Company support technician over the phone or in person, and ensure any such discussion is only with an appropriately authorized representative of Company;
- Use computer programs to decode passwords or access-control information;
- Attempt to circumvent or subvert system or network security measures;
- Engage in any activity that is intended to harm, interfere with, impair or disrupt the Network or any information stored thereon, including creating or propagating malware, such as viruses, worms, or “Trojan horse” programs, disrupting services, damaging files;
- Impersonate another person or entity, use the Network for an illegal or unethical purpose, send any messages that are discriminatory, offensive, obscene, defamatory, pornographic, harassing or otherwise improper, or install any unauthorized or unapproved software on the Network;
- Make or use illegal copies of copyrighted software, store such copies on the Network, or transmit them over the Network;
- Use e-mail, social networking sites or tools, or messaging services in violation of laws or regulations or to harass or intimidate another person, or waste shared computing or network resources;
- Use the Network for User’s commercial purposes except as specifically authorized by Company;
- State or imply that User speaks on behalf of Company or use Company’s trademarks and logos without authorization to do so;
- Violate any applicable laws and regulations or Company policies and procedures, including any policies and procedures governing the use of the Network;
- Transmit commercial or personal advertisements, solicitations, endorsements, or promotions unrelated to the business of Company;
- Send or receive legally restricted Confidential Information of Company as defined herein via the internet without making reasonable accommodations for the security thereof; and
- Modify, without proper authorization, the Network or any information or materials of Company or any third party.
4. Term. The term hereof shall commence on the Effective Date and shall continue so long as User has access to the Network. This Agreement may be terminated by Company, with or without cause, with or without notice, and without further obligation on the part of Company.
5. Default. In the event of a default hereunder by User, Company shall have the right to specific performance, injunctive relief, money damages, offset against amounts owed, or immediate termination of Network Access and this Agreement without notice, in addition to any other rights or remedies available at law or in equity. In addition, User waives any claim or defense of an adequate remedy at law, and User shall be responsible for all costs of enforcement of this Agreement by Company, including all court costs and attorneys’ fees.
6. Limitation of Liability. ACCESS TO THE NETWORK IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES WITH RESPECT TO THE USE OF THE NETWORK, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, USE, OR AVAILABILITY, ARE HEREBY DISCLAIMED AND EXCLUDED BY COMPANY. COMPANY SHALL NOT BE LIABLE FOR NONPERFORMANCE OR ANY COSTS RESULTING FROM ANY EVENT BEYOND THE CONTROL OF COMPANY. COMPANY SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR ANY FORM OF CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, NOR SHALL COMPANY HAVE ANY LIABILITY TO USER GREATER TEN DOLLARS ($10.00), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
7. Indemnification. User agrees, to the extent permitted by law, and regardless of the presence or absence of insurance, to defend, indemnify, save and hold Company and Company’s affiliates and subsidiaries, and the affiliates, officers, directors, employees, subcontractors, vendors, agents, representatives and assigns of the foregoing, harmless from and against any claim, demand, loss, action, liability, obligation, damage, injury, cost or expense, including costs of investigation, court costs and attorneys’ fees, arising out of or relating to the User’s access to the Network, performance or breach of this Agreement by User, its employer, employees, affiliates or subcontractors (collectively, “User Affiliates”), any violation or claimed violation of any third party’s rights resulting in whole or in part from the User or User’s access to the Network, any negligence or misconduct on the part of User and the User Affiliates, or any other action or omission of User or the User Affiliates.
8. Confidential Information. User shall not use any information within, or otherwise available to or accessed by User through, the Network, including any confidential, non-public or sensitive information of Company or its employees, contractors, representatives and customers is (“Confidential Information) for any purpose whatsoever other than the performance of the Services on behalf of Company, or disclose Confidential Information to any third party, without the prior written consent of Company. User further agrees to protect Confidential information to the same degree which it protects, or should protect, its own confidential information. User shall take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information, implement reasonable physical and electronic security methods and procedures, comply with applicable law and regulations, industry best practices, and requirements and requests of Company (including any audits, inspections or investigations), and provide notice to Company of any actual or threatened security breach or other risk to Confidential Information. User shall return all Confidential Information upon the expiration or termination of this Agreement, or at the request of Company. In the event that User is required to disclose any Confidential Information by applicable law, court order, or other legal requirement, User shall provide Company with at least ten (10) days prior written notice and shall cooperate and support any effort or request on the part of Company to restrict disclosure or ensure confidential treatment.
9. Miscellaneous. User is an independent contractor and not an employee of Company, and no relationship of joint venture, partnership or agency exists between the parties. This Agreement constitutes the entire understanding of the parties with regard to the subject matter hereof, may be amended by Company at any time without notice by posting online or on Company’s Network, and shall not be amended by User except in a written instrument duly signed by both parties hereto. The terms hereof shall be deemed to be the language of both parties, and no rule of strict construction shall be applied. If any term, clause or provision hereof is held invalid, such invalidity shall not affect the validity or operation of any other term. The obligations of User, including without limitation, obligations related to confidential and proprietary materials, shall survive the termination or expiration of this Agreement. No waiver of any default shall be deemed as a waiver of any other default. This Agreement shall be governed in accordance with the laws of Wisconsin, any action hereunder shall be brought only in federal and state courts located in Wisconsin, and the parties hereby consent to the jurisdiction of such courts and waive any protest. Any notice required to be given under this Agreement shall be deemed given by Company to User when personally delivered, posted online or on the Network, or emailed to User, and by User to Company when in writing and personally delivered, or three (3) days after being mailed to Company at the address set forth hereinabove, which address may be changed by written notice. This Agreement may not be assigned or otherwise transferred by User but may be freely assigned by Company. This Agreement shall be effective upon and enforceable against User without the requirement of any signature or agreement hereto by Company.
BY CLICKING THE “ACCEPT” BOX BELOW OR BY USING THE NETWORK EVEN IF THE “ACCEPT” BOX IS NOT CLICKED, YOU ACCEPT THE FOREGOING TERMS, AND YOU VERIFY THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND YOUR RESPONSIBILITIES, AND AGREE TO THIS AGREEMENT ON YOUR OWN BEHALF AND ON BEHALF OF THE USER AFFILIATES AS OF THE DATE THAT YOU CLICK “ACCEPT” OR USE THE NETWORK (THE “EFFECTIVE DATE”).