By accessing documents on the Tandemloc Inc. (hereinafter TANDEMLOC) website, downloading or accessing TANDEMLOC information, and the use of any TANDEMLOC product, design, drawing, or information as permitted herein (collectively referred to as the "Products" or "Services"), you agree to be bound by these Terms and Conditions of Use and Privacy Policy (collectively referred to as "Terms of Use").

YOU ARE REQUIRED TO ACCEPT THESE TERMS OF USE BEFORE PROCEEDING TO REGISTER OR ACCESS CONTENT AND INFORMATION REGARDING THE PRODUCTS AND SERVICES.

TANDEMLOC reserves the right, in its sole discretion, to change, modify or otherwise alter these Terms of Use at any time without further notice.  Such modifications shall become effective immediately and will be posted on the Website.  Your continued use of the Website after any such changes constitutes your acceptance of the modified Terms of Use.  It is your sole responsibility to review these Terms of Use on a regular basis.  If you do not agree to abide and be bound by these or any future Terms of Use, you cease from visiting, viewing, or accessing the Website.

1. Use of TANDEMLOC Services and Products

TANDEMLOC grants you a limited, revocable, non-exclusive, and non-transferable license to access the information and content regarding the Products and Services found on the TANDEMLOC website ("Website") for the sole purpose of evaluating and/or purchasing the Products or Services of TANDEMLOC.  You are only authorized to use the information contained on this Website if you agree to abide by all applicable laws and to the terms of these Terms of Use.  If, after reading these Terms of Use, YOU do not wish to be bound by these Terms of Use, YOU must leave Website and discontinue use of Website immediately.  If you remain on Website, or return thereafter, you shall be deemed to have accepted to be bound by these Terms of Use.

2. Restrictions on Use

By use of the Website you agree to the following restrictions of use:

(a) You shall not use any content or information on this Website or any content or information within the Products, except for the exclusive and sole purpose of evaluating whether to purchase products from TANDEMLOC.

(b) You shall not create an anonymous registration or use a false name or email address.

(c) You shall not copy, modify, make derivative works, reverse engineer, or translate any information or content relating to the Products.

(d) You shall not make any information provided to you by TANDEMLOC, whether obtained directly or indirectly, available to a third party without incorporating and enforcing the limitations of use expressed herein.

(e) You shall not reverse engineer, decompile, or take other action to reproduce or replicate any of the Products or Confidential Information (as defined below) currently within your possession or that will be received related to the Products, Services or sales thereof, nor will you allow any other party related to or working with you to reverse engineer, decompile, or take other action to reproduce or replicate any and all of the Products or Confidential Information.

(f) You shall not take any action that would delete, alter, obscure, or otherwise diminish any notice (including but not limited to any copyright or other proprietary notice) that appears in the Products or on the Website.

(g) You shall not avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure protecting Website.

(h) You shall not reformat or frame any part of the Website.

(i) You shall not use the Website or the Products contained thereon in violation of any applicable law, regulation, or ordinance.

(j) You shall not use the Website or the Products contained thereon in violation of these Terms of Use.

3. Ownership of Content and Proprietary Rights

TANDEMLOC owns and retains all proprietary rights in Website and information and content related to the Products.  Website contains certain protected materials such as trademarks, copyrights, and other proprietary information of TANDEMLOC and its licensors ("Protected Materials").  Except for any information, which is in the public domain, you may not copy, modify, translate, reverse engineer, publish, transmit, distribute, perform, display, or sell any such Protected Materials or information without the express written consent of TANDEMLOC.

4. Copyrights

Subject to your compliance with these Terms of Use, TANDEMLOC grants you a limited, revocable, non‑transferable, non‑sublicensable right to access, view, and print information provided on the Website, only for your exclusive use to evaluate for the procurement of TANDEMLOC Products.  Except in the limited circumstances of collaborating with project partners during the evaluation of TANDEMLOC products for procurement or inclusion within a particular project, you may not (i) distribute any information or content on the Website or derived there from to third parties, (ii) use any information or content derived thereof commercially, except as may be permitted by a separate license or non disclosure agreement explicitly attached to a particular Product, or (iii) otherwise copy, modify, distribute, publicly display, or perform any information or content derived thereof, except as such acts may be permitted by a separate license or non disclosure agreement explicitly attached to such information or Product.

You may not copy, modify, reverse-engineer, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content, including Products, appearing on Website.

5. Trademarks

All trademarks, service marks, and logos used on Website are the sole property of TANDEMLOC and/or its partners.  These marks include, but are not limited to, TANDEMLOC, TANDEM AUTOLOC, and other TANDEMLOC graphics, logos, designs, page headers, button icons, scripts, and service names that are protected by U.S. and international copyright, trademark, and other intellectual property laws.  All content created by TANDEMLOC, its partners, or its suppliers and included on Website, such as text, logos, graphics, images, java script code, HTML code, and other software, is the property of TANDEMLOC, or its partners or suppliers.  TANDEMLOC's trademarks and trade dress may not be used, including as part of trademarks, links, and/or as part of domain names, and may not be copied, or imitated, in whole or in part, without the prior written permission of TANDEMLOC.

You do not have any rights or licenses to use any trademarks, service marks, logos, or any other proprietary information contained on Website.  You shall not use any meta tags or other hidden text or metadata utilizing the TANDEMLOC name, trademarks, URL, or product names without TANDEMLOC's express written consent.

6. Confidential Information

"Confidential Information," as used herein, shall mean any and all samples, methods, software, material, specifications, sketches, data, drawings, schematics, designs, processes, test results, compilations, all information relating to pricing, and any other documents, ideas, concepts or knowledge which TANDEMLOC discloses to you.  Confidential Information includes such information previously provided by TANDEMLOC to you.

TANDEMLOC may disclose Confidential Information to you, either directly or indirectly, through the Website or by direct contact, for the purpose of engaging TANDEMLOC to provide Products or Services to you or as necessary to perform other tasks as you and TANDEMLOC may agree to from time to time.  You hereby agree to maintain and protect the confidentiality of all Confidential Information disclosed to you by TANDEMLOC.

You agree to execute a separate Confidential Agreement if required by TANDEMLOC.

7. LIABILITY AND DISCLAIMERS

Use of the Website and all information and documentation found thereon is at your sole risk.  TANDEMLOC does not guarantee any specific results from use of the Website or any of the information or documentation found thereon.

TANDEMLOC assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of Website or any of the information or documentation found thereon.  TANDEMLOC is not liable for any problems or technical malfunction caused by any of the equipment or programming associated with or utilized by Website.

Website AND ALL INFORMATION AND DOCUMENTATION FOUND THEREON is provided on an "as is" and "as available" basis without any warranties of any kind, whether expressED or implied, including, but not limited to, warranties of title, warranties of merchantability, OR WARRANTIES OF fitness for a particular purpose.

8. Indemnification

YOU SHALL DEFEND, INDEMNIFY, AND HOLD TANDEMLOC AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES, HARMLESS FROM ANY LOSS, DAMAGE, CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY FEES, ARISING OUT OF:  (I) YOUR USE OR MISUSE OF WEBSITE; (II) YOUR CONNECTION TO WEBSITE; (III) YOUR VIOLATION OF ANY OF THESE TERMS OF USE; OR (IV) YOUR VIOLATION OF ANY REPRESENTATION OR WARRANTY MADE BY YOU TO TANDEMLOC.

Your defense and indemnification obligations shall survive these Terms of Use and your use of Website.  You are solely responsible for your own actions when using Website, including, but not limited to, costs incurred for Internet access.

ND: 4817-1466-8042, v.  3