Overview and Acceptance of Agreement
Greenway Steel, LLC (“Greenway”, the “Company”, “we“, “our“, “us“) provides a software tool known as the Greenway Calculator and related services (the “Platform” and/or “Services“). By accessing and/or using the Platform and Services, you agree to these Terms of Service (“Terms”). If you do not agree to these Terms, you may not access or use the Platform and Services. These Terms constitute an agreement between Greenway and the entity or person (“User” or “you“) who has registered to use the Platform and Services. These Terms prevail over any of your general terms and conditions regardless whether or when you have submitted a request for proposal, order, or such terms. Fulfillment of your order does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend these Terms.
Please read these Terms carefully before you use the Platform and Services. By accessing and/or using the Platform or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at https://greenwaysteel.com/privacy-policy/, incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you must not access or use the Platform and Services.
By using the Platform and Services, you represent and warrant that you are of legal age to form a binding contract with the Company.
The Company reserves the right to update these Terms at any time in our sole discretion. Your continued use of the Platform and Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Services and License
Subject to and conditioned upon your compliance with these Terms, Greenway grants to you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Platform and Services for your internal business purposes in accordance with these Terms
Accessing the Platform and Account Security
We reserve the right to withdraw or amend the Platform and Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform or Services are unavailable at any time or for any period. From time to time, we may restrict your access to some parts of the Platform and/or Services. You are responsible for:
- Making all necessary arrangements to access the Platform and Services, including having an internet connection.
- Ensuring that all persons who access the Services through your internet connection or account are aware of these Terms and comply with them.
To access the Platform and many aspects of our Services, you will need to register for an account and provide certain registration details and other information. It is a condition of your use of the Platform and Services that all the information you provide through the account registration is correct, current and complete. You agree that all information you provide to register with the Platform or any Service is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
When you choose a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.
We have the right to disable your user name, password or other identifier at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. This may result in the loss of any associated data.
Payment
You will be billed on a monthly basis for the Platform license and related Services in accordance with Greenway’s current billing policies, which are subject to change from time to time. You are responsible for timely payment. Missed or irregular payment is grounds for termination of your license.
Customer Privacy
All information we collect on the Platform is subject to our Privacy Policy. By using the Platform and Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Greenway retains the right to use and disclose all aggregated data and information uploaded to the Platform or provided in relation to any Services, so long as such information does not directly identify you, your company or any other individual or company. Greenway uses such information to improve the Services and Platform, and for other business purposes, as referenced in our Privacy Policy.
Confidentiality
All non-public, confidential or proprietary information of Greenway, including but not limited to specifications, patterns, designs, plans, drawings, documents, data, trade secrets and technology (collectively, “Confidential Information”), disclosed by Greenway to User, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the use of the Platform and Services shall be treated by User as confidential and may not be disclosed to any third party or copied by User unless authorized in advance by Greenway in writing. User agrees to use the Confidential Information only to make use of the Services and Platform. Greenway shall be entitled to seek injunctive relief for any violation of this paragraph. Confidential Information does not include information that is: (a) in the public domain; (b) User can show was known to User at the time of disclosure; or (c) User can show was rightfully obtained by User on a non-confidential basis from a third party.
Intellectual Property
You understand and agree that the Platform, and all code, design assets, content, functionality, and features of the Platform and Services are owned by Greenway and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws and shall not be borrowed, displayed, or otherwise used without explicit written consent from Greenway.
Acceptable Use and User Data
You agree to use the Services only for lawful purposes and in accordance with these Terms. You will not use the Services in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries) or to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services or Platform, or which may harm Greenway or other customers of the Services or expose us or them to liability.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Services.
- Use any robot, spider or other automatic device, process or means to access the Platform or Services for any purpose, including monitoring or copying any of the material on the Platform or Services.
- Use any manual process to monitor or copy any of the material on the Platform or Services, or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Platform or any Service.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform.
- Otherwise attempt to interfere with the proper working of the Platform.
The Platform and Services allow you to submit, analyze and display data and information (“User Data”) on or through the Platform and Services.
You represents and warrant that:
- You own or control all rights in and to the User Data.
- All User Data will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any User Data submitted or uploaded to the Platform or provided while using the Services, and you, not Greenway, have full responsibility for such data, including its legality, reliability, accuracy and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Data uploaded, shared, created by or used on the Platform.
Monitoring and Enforcement
We have the right to:
- Take any action with respect to any User Data that we deem necessary or appropriate, including if we believe that such User Data violates the Terms, infringes any intellectual property right or other right of any person or entity, or could create liability for Greenway.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform or Services.
- Terminate or suspend your access to all or part of the Platform and Services for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose your identity or other information. YOU WAIVE AND HOLD HARMLESS GREENWAY, ITS AFFILIATES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We assume no liability for any action or inaction regarding any User Data. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Disclaimer of Warranties
YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR MATERIALS CREATED BY OR OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, SERVICES AND MATERIALS CREATED BY OR OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GREENWAY NOR ANY PERSON ASSOCIATED WITH GREENWAY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM AND SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER GREENWAY NOR ANYONE ASSOCIATED WITH GREENWAY REPRESENTS OR WARRANTS THAT THE PLATFORM OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. GREENWAY SHALL HAVE NO LIABILITY FOR ACTIVITIES PERFORMED ON AND/OR RESULTS OBTAINED FROM THE PLATFORM OR THE ACTIVITIES OF USERS USING THE PLATFORM OR ANY OTHER SERVICES PROVIDED BY THE COMPANY.
GREENWAY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL GREENWAY OR ITS AFFILIATES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR MEMBERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR LICENCE TO AND USE OF, OR INABILITY TO USE, THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL GREENWAY’S TOTAL LIABILITY TO ANY USER EXCEED THE TOTAL FEES PAID FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify and hold harmless Greenway, its affiliates, service providers, and their respective officers, directors, members, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, any User Data, any use of the Platform’s content and Services other than as expressly authorized in these Terms or your use of any information or results obtained from the Services.
Governing Law and Jurisdiction
All matters relating to use of the Platform and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule or any other jurisdiction. Any legal suit, action or proceeding arising out of, or related to, these Terms or the Platform and Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Alabama in each case located in the City of Birmingham and County of Jefferson although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Greenway’s sole discretion, it may require you to submit any disputes arising from the use of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Alabama law.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by Greenway of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Greenway to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Entire Agreement
The Terms and our Privacy Policy constitute the sole and entire agreement between you and Greenway with respect to the Platform and Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform and Services.