TSANet DATABASE LICENSE AND MEMBER ACCEPTANCE AGREEMENT

TSANet, INC. ("TSANet") IS WILLING TO LICENSE NON-EXCLUSIVE ACCESS TO THE TSANet DATABASE TO YOU AS A MEMBER OF TSANet (ALTERNATIVELY "MEMBER" or "YOU" or "YOUR") FOR THE PERIOD OF MEMBERSHIP IN TSANet, AND ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT (herein the "AGREEMENT"). PLEASE READ THE AGREEMENT CAREFULLY. BY ACCESSING THE TSANet DATABASE, YOU ACCEPT THE TERMS OF THE AGREEMENT. IF YOU ARE WILLING TO BE BOUND BY ALL THE TERMS, INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT THE "DECLINE" BUTTON AT THE BOTTOM OF THE AGREEMENT AND THE MEMBER APPLICATION PROCESS WILL NOT CONTINUE.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, TSANet and Member agree, upon Member’s acceptance below:

1. BINDING ORGANIZATIONAL DOCUMENTS. TSANet, Inc. ("TSANet") is a not‑for‑profit membership trade organization based in the United States. TSANet serves a growing membership with operations that span the globe. Members agree to participate in one or more relationships within TSANet as a condition to their membership. All members, as a condition of joining into TSANet agree to abide by the TSANet Bylaws, Code of Conduct, Competition Compliance Policy Manual, and other organizational documents of TSANet in the course of their participation in TSANet, each of which are updated periodically in a manner consistent with the processes identified in the TSANet Bylaws. In the event of any conflict between and among these documents, Member agrees the more specific provision in a document shall be given preference.

2. RELATED DEFINED TERMS. The term "Database" means the TSANet Member Contact Database in which members of TSANet have provided pertinent information of the contributing member regarding the handling or escalation of qualified support events in machine readable format together with supporting materials about programs or processes of that member (including, but not limited to, contacts, libraries, source files, header files, and data files), any updates or error corrections provided by the member or TSANet, and any user manuals, programming guides and/or other documentation or data provided to You by TSANet under this Agreement, together with any proprietary software of TSANet ("Software") to enable or support operability and use of the database by Member. The Database, any solutions and Software may contain source code ("Source Code") that, unless expressly licensed for other purposes, is provided solely for reference purposes pursuant to the terms of this Agreement. Source Code developed by or for TSANet may not be redistributed unless expressly provided for in this Agreement.

3. LICENSE TO USE. Subject to the terms and conditions of this Agreement, and so long as Member is current with the payment of its membership fees, TSANet grants You a fee-free non-exclusive, non-transferable, limited license to access and use internally the Database and Software for the sole purpose of membership activities and to obtain information in support of TSANet mutual customer problem resolution.

4. RESTRICTIONS. Title to the Software code constituting the Database, and any information contained in the Database together with all associated intellectual property rights are retained by TSANet and/or its licensors, except that any information provided by Member which is contained in the Database together with all associated intellectual property rights therein, is retained by Member. Unless enforcement is prohibited by applicable law, You may not modify, decompile, or reverse engineer the Software code constituting the Database or any Software enabling the database. You acknowledge that i) the Database is not designed or intended for use in the design, construction, operation or maintenance of any other operations; ii) TSANet disclaims any express or implied warranty of fitness for such uses; and iii) that no right, title or interest in or to any trademark, service mark, logo or trade name of TSANet or its licensors is granted to Member under this Agreement.

5. LIMITED WARRANTY. TSANet warrants to You that it will periodically update the Database with membership contact information, but disclaims any knowledge about the information supplied to it by TSANet members for use in call escalation, it being understood that such information has been received from each such member’s representative(s) and has not been independently verified, nor updated except with information supplied by the member. Except for the foregoing, the Database and any Software enabling the Database is provided "AS IS." Your exclusive remedy and TSANet’s entire liability under this limited warranty will be at TSANet’s option to enable access to the Database as and when such Database may be made available for access by the Membership. This limited warranty gives You specific legal rights. You may have other rights, which vary from state to state or region to region.

6. DISCLAIMER OF WARRANTY. UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

7. LIMITATION OF LIABILITY.TO THE EXTENT PERMITTED BY LAW:

7.1 IN NO EVENT WILL TSANET OR ITS LICENSORS BE LIABLE TO MEMBER FOR ANY LOST PROFITS, REVENUE, DATA, OR OTHER DAMAGES ASSOCIATED WITH MEMBERSHIP PARTICIPATION, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE OF ANY NATURE OR TYPE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE THE DATABASE, MEMBER’S MEMBERSHIP OR PARTICIPATION IN TSANET, OR ANY CLAIM, ACTION OR PROCEEDING FOR INJURY, DAMAGE OR LOSS ARISING FROM TSANET MEMBERSHIP, REGARDLESS OF THE BASIS OF SUCH CLAIM, WHETHER UNDER THIS AGREEMENT, THE TSANET BYLAWS, THE CODE OF CONDUCT, THE COMPETITION COMPLIANCE POLICIES OF TSANET OR AS A RESULT OF ANY OTHER PARTICIPATION AS A MEMBER IN TSANET.

7.2 TSANET’S LIABILITY TO MEMBER SHALL FURTHER BE LIMITED IN ALL EVENTS, AND SHALL NOT EXCEED THE GREATER OF A) THE AMOUNT PAID OR PAYABLE BY MEMBER FOR MEMBERSHIP DUES, FEES AND ACCESS TO THE DATABASE UNDER THIS AGREEMENT FOR THE THEN-CURRENT MEMBERSHIP YEAR, OR B) EIGHTY THOUSAND DOLLARS ($80,000).

7.3 IN NO EVENT SHALL MEMBER OR ITS SUBSIDIARIES OR AFFILIATES BE LIABLE TO ANY OTHER MEMBER OR TSANET FOR ANY LOST PROFITS, REVENUE, DATA, OR OTHER DAMAGES ASSOCIATED WITH MEMBERSHIP PARTICIPATION, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE OF ANY NATURE OR TYPE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE THE DATABASE, MEMBER’S MEMBERSHIP OR PARTICIPATION IN TSANET, OR ANY CLAIM, ACTION OR PROCEEDING FOR INJURY, DAMAGE OR LOSS ARISING FROM TSANET MEMBERSHIP, REGARDLESS OF THE BASIS OF SUCH CLAIM, WHETHER UNDER THIS AGREEMENT, THE TSANET BYLAWS, THE CODE OF CONDUCT, THE COMPETITION COMPLIANCE POLICIES OF TSANET OR AS A RESULT OF ANY OTHER PARTICIPATION AS A MEMBER IN TSANET.

7.4 THE LIMITATION OF MEMBER’S LIABILITY IN SECTION 7.3 SHALL NOT APPLY TO ANY COSTS OR DAMAGES FINALLY AWARDED AGAINST YOU BY A COURT OF COMPETENT JURISDICTION WITH RESPECT TO CLAIMS BROUGHT BY AN AGGRIEVED MEMBER OR TSANET ALLEGING THAT YOU VIOLATED APPLICABLE LAW IN CONNECTION WITH YOUR MEMBERSHIP IN TSANET ("GENERAL CLAIMS").AN AWARD OF COSTS AND DAMAGES AGAINST YOU WITH RESPECT TO GENERAL CLAIMS SHALL BE LIMITED HOWEVER TO A RECOVERY FOR DIRECT DAMAGES AND THEN ONLY TO THE EXTENT THAT A COURT OR TRIBUNAL DETERMINES YOUR OWN ACTS OR OMISSIONS RESULTED IN HARM TO SUCH MEMBER OR TSANET, AND IN NO EVENT SHALL YOUR LIABILITY FOR ANY SUCH GENERAL CLAIMS TO ANY OTHER MEMBER OR TSANET EXCEED THE GREATER OF A) EIGHTY THOUSAND DOLLARS ($80,000), OR B) THE AMOUNT PAID OR PAYABLE BY YOU IN ANNUAL MEMBERSHIP DUES, FEES AND ACCESS TO THE DATABASE UNDER THIS AGREEMENT FOR THE THEN-CURRENT MEMBERSHIP YEAR, AND PROVIDED FURTHER THAT NO MEMBER SHALL BE RESPONSIBLE FOR LIABILITY TO THE EXTENT SUCH LIABILITY RESULTS FROM THE ACTS OR OMISSIONS OF ANOTHER MEMBER.

8. TERMINATION. You may terminate this Agreement at any time by notifying TSANet of Your termination. This Agreement shall also terminate in accordance with the TSANet Bylaws, TSANet Code of Conduct and/or TSANet relationship documents applicable to Member, as amended. If You fail to comply with any provision of this Agreement or cease to be a member of TSANet, the benefits of the license specified in Section 3 herein may, at TSANet’s option, terminate immediately upon notice to You. If the reason for Member’s non-compliance is subject to cure in the reasonable discretion of TSANet, Member may within ten (10) days of receipt of such notice, request the opportunity to cure such noncompliance within an additional twenty (20) days, which opportunity to cure shall not be unreasonably withheld or denied. Either party may terminate this Agreement immediately should the Database or any Software become, or in either party’s opinion be likely to become, the subject of a claim of infringement of any intellectual property right. Upon termination for any reason, You agree to destroy all copies of information derived from the Database.

Upon Member’s termination from TSANet for any reason, TSANet agrees that it will take prompt action to make the information concerning You in the Database unavailable to and shall not disclose such information to, any other member or third party, except to the extent that i) You consent to such disclosure by providing prior approval to TSANet in writing signed by an authorized representative of Member, or ii) such disclosure is required in direct response to a valid judicial or governmental subpoena or order; provided that, prior to such disclosure, TSANet shall notify, and reasonably cooperate with, Member in advance of any such disclosure so that Member may have an opportunity to request a protective order, confidential treatment or other protection. Upon Member’s termination from TSANet for any reason, TSANet also agrees to destroy all Your information from the Database in accordance with TSANet’s document retention policy, except that TSANet shall have the right to retain invoice and payment information concerning Member for such period of time as TSANet is required by applicable law. TSANet shall, in addition, have the right to notify active TSANet members of a member’s termination.

9. GOVERNMENTAL REGULATIONS. TSANet and Member agree to comply with all applicable laws and regulations. All technical data or information concerning contacts within the Database delivered under this Agreement may be subject to laws and regulations respecting privacy and dissemination in the U.S. and abroad.

10. TAXES. Member agrees to be responsible for, remain compliant with, and pay sales taxes, Value Added Taxes ("VAT") or other similar charges assessed in a particular geography on Member’s membership dues in TSANet, on services or on benefits, other than taxes based on or measured by net income of TSANet and corporate franchise taxes ("Applicable Taxes") arising from or associated with membership. Member shall also be responsible for Applicable Taxes arising from or associated with Member’s participation in the organization, or Member’s receipt of benefits in connection with membership in TSANet or Member’s supply of benefits or services to the participants of any group sponsored by Member. By way of example, all sales taxes, Value Added Taxes ("VAT") or other similar charges assessed in a particular geography on Member’s membership dues in TSANet, services or benefits shall be the sole responsibility of the Member, and Member agrees to account for and pay such charges.

11. TRADEMARKS AND LOGOS. You acknowledge and agree as between You and TSANet that TSANet either has licensed or owns the TSANet word mark and all rights in and to any TSANet trademarks, service marks, logos and other brand designations ("TSANet Marks"), and You agree to comply with the TSANet Trademark Usage Guide as disclosed on the TSANet website, and periodically updated. Any use You make of the TSANet Mark(s) inures to TSANet’s benefit.

12. SPONSORED GROUP RELATIONSHIPS. In certain instances, TSANet has agreed to make available an opportunity for members to participate in group relationships sponsored by a particular member. Members should <contact a TSANet staff representative> before proceeding to participate in such group relationships in order to obtain a copy of any agreements required to participate in such group relationships.

13. MEMBERSHIP INFORMATION PROVIDED TO TSANET. TSANet and Member agree that Member contact information provided by Member for use in the Database is subject to the terms and conditions specified under the Confidentiality section of the Code of Conduct, and each other Code of Conduct or Addendum applicable to a relationship to which the Member is a party.Member agrees that TSANet may disclose Member contact information to other members in accordance with the TSANet policies and procedures applicable to such member’s participation, so long as such member has accepted the unmodified confidentiality terms as specified in Confidentiality Section of the Code of Conduct or Addendum applicable to each such relationship. You agree not to share information about Your representatives or contact information with TSANet for use in the Database unless you first have appropriate consent to provide TSANet with such information.

14. SEVERABILITY. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

15. INTEGRATION. This Agreement, the TSANet Bylaws, TSANet Code of Conduct, and any addendums to the Code of Conduct ("Addendums") respecting membership are the entire agreement between You and TSANet relating to its subject matter. It and they supersede all prior or contemporaneous oral or written communications, proposals, representations and warranties and shall prevail over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement.

16. MODIFICATION OF THIS AGREEMENT. This Agreement shall not be modified or assigned in the absence of acceptance via electronic "Click to Accept" means by TSANet and Member, or such parties mutual written consent; provided however the parties further agree that TSANet shall provide notice of changes in this License by providing Member with written notice (including electronic mail, or other electronic means), which notice to Member shall be given One-Hundred-Twenty (120) days prior to the effective date of any such change.Member may either consent to the modification or change by accepting via electronic means, or Member may decline by so indicating via electronic means in the manner provided by TSANet.If Member declines, or offers no response after receipt of Notice and the expiration of forty-five (45) days, then TSANet shall have the right, but not the obligation to terminate Member as provided in Section 8, and all further rights under this License shall, upon the effective date of such termination, cease and terminate.

17. NOTICE. Any notice to be delivered to Member or to TSANet shall be in writing and may be delivered in person or may be sent by mail (including electronic mail or by other electronic means), courier, express mail, facsimile or prepaid registered or recorded delivery post addressed:

a) in the case of Member, to the address specified in its application for membership in TSANet or any group (the "Application for Membership") or such other address as may be provided by Member to TSANet; and

b) in the case of TSANet to

TSANet, Inc.

8101 College Blvd., STE 100

Overland Park, KS 66210

18. ACCEPTANCE. By clicking "Accept" below, Member through its duly authorized representative, on behalf of itself and its participating wholly owned subsidiaries or affiliates (which shall be disclosed to TSANet in the manner reasonably prescribed by TSANet), agrees to be bound by this Agreement, the Bylaws, Code of Conduct, and any Addendums, as may be amended from time-to-time in accordance with their respective terms.

19. GOVERNING LAW. Any action related to this Agreement will be governed by Kansas law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.

By signifying acceptance, Member agrees to be bound to the terms of this Agreement, intends to submit this form to TSANet, and agrees to the terms of participation in the TSANet organization respecting membership as such terms are specified in this Agreement.

 

 

Date ______________________________

 

For Company:

 

Business Manager

_____________________________________

Accepted Electronically

For TSANet

 

Dennis Smeltzer, President

 

For inquiries or questions, please contact: TSANet, Inc. 8101 College Blvd., Suite 100, Overland Park, Kansas, 66210, U.S.A./or call: 913.345.9311/ or e-mail: dennis@tsanet.org.

TSANET, INC.
CODE OF CONDUCT

 

Pursuant to the Bylaws adopted by TSANet, Inc., a Delaware corporation ("TSANet"), members of TSANet and each of such member’s wholly owned subsidiaries or affiliates as designated on the Membership Form (each member and its wholly owned subsidiaries or affiliates hereinafter collectively referred as a "Member") and TSANet, Inc. agree to be bound to the terms and conditions of this Code of Conduct (the "Code).

IF YOU ARE WILLING TO BE BOUND BY ALL THE TERMS OF THIS CODE OF CONDUCT (THE "CODE"), YOU WILL INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS CODE OF CONDUCT.IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, YOU WILL SELECT THE "DECLINE" BUTTON AT THE BOTTOM OF THIS CODE OF CONDUCT AND THE MEMBER APPLICATION PROCESS WILL NOT CONTINUE.

Participation in one or more member relationship(s) is defined at the Company and Department level as designated by Member in the documentation completed by the Member for use in the TSANet Database, which shall supplement this Code.

Prior Versions of the Code

This Code supersedes all prior oral or written Codes of Conduct between or among TSANet and Member, except to the extent specifically referenced in an amendment executed by Member and TSANet or as otherwise approved by an affirmative vote of the Board of Directors of TSANet under the terms and conditions of the TSANet Bylaws and this Code. Member and TSANet agree that this Code is a binding document controlling membership in each TSANet relationship and its associated services in which Member participates (each a "Relationship"). This Code may be further amended in accordance with the TSANet Bylaws.

1. Objectives

TSANet has adopted this Code as part of its efforts to provide one or more voluntary support Relationship(s) between its members’ technical support organizations. The objective of TSANet is to create and develop a support relationship that will benefit common customers, providing comprehensive, consistent, isolation and/or resolution of multi-vendor issues.

TSANet does not limit any internal support strategies or requirements of members nor will it establish or otherwise influence the cost of providing support to members’ customers. TSANet does not limit any vendor centric support alliances between any of the members, but may serve as a basis for establishing vendor centric alliances under the TSANet guidelines established by the organization, as amended from time to time. Members of one or more Relationships, at their discretion and approval, may enter into other agreements utilizing the TSANet Relationship infrastructure.

2. Services Available

2.1 Services Available

The relationships between members will be defined by the specific addendum created to define a relationship ("Relationship Addendum") and any specific addenda executed by the members to be applicable within a specific group (open or closed) or private Relationship.

Group Relationships. (Open and Custom). Members may create addendums to define either Open Group Relationships within the TSANet group infrastructure or Custom Group Relationships within or outside the group infrastructure. Each Relationship Addendum may include provisions regarding confidentiality in such form as members may agree.

Private (Custom Group) Relationships. Members may create addendums to define a Private Relationship between such member and other member(s) either within or outside of the TSANet group infrastructure to which it is a member.

 

Host.General Members may host one or more Custom Relationships. As a Host, the member determines the elements of the relationship and its participants.

Sponsor.A Sponsor is a General Member who sponsors Affiliated Members into a single Open Group Relationship.

Limited Relationships. Members may create addendums to define a hostedrelationship specific to the host and Limited Member.TSANet does not determine or verify whether a [Limited or Affiliated as the case may be] Member provides or is capable of providing the level of service required of any member in a hosted Relationship.

Affiliated Relationships. Members may utilize existing addendums to define a Sponsored relationship between Sponsor and member.TSANet does not determine or verify whether a [Limited or Affiliated as the case may be] Member provides or is capable of providing the level of service required of any member in a hosted Relationship.

2.2 Co-operative Support

(a) Member Support Relationship. Member is required to establish a support relationship for the purpose of facilitating communication, isolation and/or resolution of mutual customer problems. Member will abide by the specific Relationship Addendum of TSANet pertaining to the support relationship, including specific addendums or contracts (as mutually agreed in writing by applicable members) as defined by each service offering. No Relationship Addendum shall further limit the liability of Member to TSANet arising from participation in the Relationship which is the subject of the addendum in derogation of this Code of Conduct or the License.

(b) General Call Handling Procedures. Member is required to adhere to this Code and applicable Relationship Addendum and the appropriate policy and procedures documentation to establish a means of communication between itself and other members.

(c) Business Contact. Member must designate a business contact for the purposes of communicating with TSANet for business other than general customer support.

(d) Public Use. Confidential Information defined as such in Section 7 below shall not be published, disclosed or used by TSANet except as otherwise permitted in accordance with the terms and conditions specified in Section 7 of this Code of Conduct or with Member’s prior written consent, including consent by electronic means.

(e) Problem Resolution.Member and TSANet agree that once a TSANet escalation event or member’s customer problem has been resolved by or between members, a description of the problem and the specifics of the resolution of such problem shall not be made available by TSANet to its members and may not be published by TSANet to the industry as a whole without the prior written consent of the members involved in the resolution of the problem. TSANet shall not, however, be liable or responsible for one member disclosing the confidential information of another one or more members, even if in connection with activities of such member in TSANet subject to TSANet’s compliance with the terms specified in Section 7.0 below.

2.3 Marketing

Each member may promote its own membership in the TSANet as it deems appropriate in keeping with the guidelines set forth in the TSANet Press Policy.

TSANet shall have the sole right to determine the terms upon which any member may 1) use or depict the TSANet logo, 2) use the TSANet logo in press relations, 3) use the content of any TSANet literature, and 4) distribute TSANet marketing materials. Members shall use any TSANet trademarks, service marks, and logos only in strict accordance with the then-current TSANet Trademark Usage Guide, as published on the TSANet website. TSANet shall have the right to publish, post and stream the Member’s name and the company logo (as provided to TSANet by Member from time to time, and subject to any limitations upon such use as Member shall disclose to TSANet) in the Database, in internal communications to members, and in presentations to prospective members unless otherwise agreed between Member and TSANet; provided, however, that Member shall have the right at any time to terminate TSANet’s use of Member’s name and the company logo by providing written notice to TSANet. If Member provides such written notice to TSANet, TSANet shall promptly cease all use of Member’s name and company logo. Use of Member’s name and logo in press releases or public communications shall be in accordance with the TSANet Press Policy to the extent that such policy does not conflict with Member’s trademark and logo usage guidelines or other Member limitations as disclosed directly to TSANet staff.Press releases or external public communications issued by TSANet which make reference to a Member and which discuss the Member beyond the fact of its membership in TSANet must also be approved by the Member Company, the Marketing Committee or the designated representative of TSANet, who in the absence of any such designation shall be the TSANet President. TSANet reserves the right to approve Member Company materials and press releases that reference the TSANet organization. Members are required to notify TSANet prior to publication of press documents outside the guidelines published in the TSANet Press Policy.

Closed Group and Private Relationships are posted in a secure area of the TSANet database, and are confidential. Information regarding any Closed Group or Private Relationship shall be maintained and disclosed in accordance with the agreements between Member and TSANet regarding each such relationship.

2.4 Trademark License

During the continuance of Member’s membership in TSANet, TSANet shall procure the grant of, and the Member shall accept, a non-exclusive license to use the TSANet logo (the "Licensed Trademark"), in connection with marketing and/or distribution of Member’s products and services in accordance with TSANet’s Trademark Usage Guide, which may be modified from time to time.

A Member’s right to use the Licensed Trademark shall cease immediately upon termination or cancellation of Member’s membership.Member shall conduct business solely under its own name and shall not use any TSANet trade names. Member shall not attach or combine any additional trademarks or trade designations to the Licensed Trademark or overprint, modify or revise the Licensed Trademark without the prior written consent of TSANet. Member acknowledges TSANet’s superior rights to control and use TSANet’s trade names and/or trademarks (including the Licensed Trademark) and the goodwill attaching to its trade names and or trademark (including the Licensed Trademark), and that any goodwill which accrues in TSANet’s trade names and/or trademarks (including the Licensed Trademark) due to such Member’s use, shall for all purposes be TSANet’s property subject to such license. Member shall not contest the TSANet trade name or Licensed Trademarks nor shall Member make application for registering any TSANet trademark without TSANet’s express written consent. Member shall, upon TSANet’s reasonable request, provide TSANet with copies of all materials, including brochures, websites or other marketing materials, that incorporate any TSANet trademark, so that TSANet may determine Member’s compliance with this Code and the TSANet Trademark Usage Guide.

Member agrees that it shall promptly notify TSANet in writing of any known or suspected unauthorized uses of the TSANet trade name or trademarks (including the Licensed Trademark.TSANet agrees to notify Member of the termination of Member’s right to use the Licensed Trademark within a reasonable time of Member’s termination or cancellation, which notice shall be provided to Member in accordance with the last known contact information provided to TSANet by Member. Such Notice of termination or cancellation of Member’s membership in TSANet shall immediately and without further notice or act also terminate the Member’s right to use of the TSANet Licensed Trademark.TSANet shall have the sole right to determine whether or not any action shall be taken on account of use of the TSANet logo by TSANet or others; provided however that no member shall institute any proceedings or take any action on account of such use by others except with TSANet’s prior written consent, and TSANet shall not commence any proceedings in the name of any Member except with the prior written consent of any Member in whose name TSANet desires to commence any such proceedings.

3. Independent Contractor Relationship

Member and TSANet acknowledge that they are each an independent contractor and neither Member nor TSANet will represent themselves as an agent or legal representative of the other or any other member. TSANet has been organized as a corporation not-for-profit in the United States. Nothing contained herein shall be construed or implied to create the relationship of partnership or anything more than membership in TSANet, which is a trade organization.

4. Disclaimer of Warranties

Except for any limited warranties contained in the Database License and Member Acceptance Agreement, as amended from time to time in accordance with the terms specified in Section 16 of such agreement, TSANet makes no warranties or representations of any kind with respect to the Database, Software, support or other services provided hereunder, including all implied warranties of merchantability/satisfactory quality and fitness for a particular purpose, if any.

5. Competition

5.1 Anti-competitive Activities. It is TSANet’s policy that all activities must be carried out in full compliance with applicable anti-competitive laws. In pursuance of this objective, TSANet has established comprehensive policies to avoid such anti-competitive activities through:

(a) carefully defining and limiting the scope of its activities to technical support services to customers; and

(b) establishing guidelines and procedures governing communication between TSANet and its members and member to member.

5.2 Guidance. TSANet has adopted the TSANet Competition Compliance Policy Manual, which TSANet has and will make available to Member cautioning against anticompetitive activities and Member shall make the TSANet Competition Compliance Policy Manual available to each and every employee who will communicate with other members or representatives of TSANet. TSANet shall endeavor to facilitate compliance, by members, with any guidance issued by it to members. TSANet may periodically provide updates to the TSANet Competition Compliance Policy Manual, briefings and training to its members, directors and officers and to each and every employee of TSANet cautioning against anti-competitive activities.

5.3 Violation. Any employee of TSANet who promotes anti-competitive activities prohibited by this Code will be subject to discipline and probable removal from TSANet, and any employee or representative of Member who promotes anti-competitive activities prohibited by this Code will be subject to discipline by Member and/or probable removal of Member from or participation in TSANet.

6. General Terms

6.1 Assignment and Delegation.Member may not assign or delegate all or any portion of its membership rights or obligations without prior written consent of TSANet, which consent shall not be unreasonably withheld, denied or delayed, except in connection with a merger, reorganization or acquisition involving the Member in which the successor accepts the responsibilities and liabilities of the Member.However,Member may, without TSANet consent, engage third parties, such as outsourcers to help fulfill technical support obligations to end users, and may ask such outsourcers to work with Member on information sharing about cases, problems and resolution of support events in the context of a TSANet Membership activity.In such instances, this limitation on assignment and delegation shall not prohibit such activity, and Member’s engagement of the third party or outsourcers shall be regarded as an extension of Member’s support personnel, subject however in all respects to the Member requirements for participation in TSANet, and all membership duties, responsibilities, and processes.

6.2 Notices. Any notice to be delivered to Member or to TSANet shall be in writing and may be delivered in person or may be sent by mail (including electronic mail by electronic means), courier, express mail, facsimile or prepaid registered or recorded delivery post addressed:

(a) in the case of Member, to the address specified in its application for membership in TSANet or any group (the "Application for Membership") or such other address as may be provided by Member to TSANet; and

(b) in the case of TSANet to

TSANet, Inc.

8101 College Blvd., STE 100 Overland Park, KS 66210

6.3 Force Majeure. Member shall not be liable for its failure to perform any of its membership obligations or any other obligations arising hereunder during any period in which such performance is directly affected by causes beyond its reasonable control, including fire, explosion, flood, storm, or other such similar calamities, labor disputes, embargo, civil commotion, war, riot, governmental regulations and controls, casualty, or inability to obtain materials or services.

7. Confidentiality

7.1 Confidential Information. Confidential Information" is non-public information in any form that is designated as "confidential" or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. It includes TSANet Member contact information; information regarding TSANet Custom or Limited group relationships; and information shared during the problem isolation or resolution process.

Confidential Information shall not include, or shall cease to include, as applicable, information or materials that (i) were generally known to the public through no fault of the receiving party; (ii) were rightfully known to the receiving party prior to its receipt thereof from the disclosing party; (iii) the receiving party lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (iv) are independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Either party may provide suggestions, comments or other feedback to the other with respect to the other’s products and services. Feedback is voluntary and shall not be considered Confidential Information.The party receiving feedback may use it for any purpose without obligation of any kind except that the party receiving feedback will not disclose the source of feedback without the consent of the party providing it.

7.2 Restriction on Disclosure and Use of Confidential Information.

7.2.1 Each Member agrees that it will only use Confidential Information in furtherance of TSANet’s objectives, and will not disclose Confidential Information to another member or to any third party without the disclosing member’s express written consent to such disclosure, subject to the following:

7.2.1.1 Member Information (Database)

In respect to the TSANet member database, Member agrees to make contact information available to TSANet for access by TSANet and other members in the TSANet database in furtherance of TSANet objectives.TSANet shall have the right to notify members of periodic updates, meetings, events, membership changes and database compliance issues by use of the Confidential Information for membership purposes.

7.2.1.2 Custom Group & Limited Groups

TSANet and the Member hosting the group relationship (the "Host") agree that all information regarding Custom or Limited groups relationships are Confidential Information, unless the Host agrees in writing that TSANet may disclose information regarding such relationship(s) as a part of the joining process, or via written consent, which may be by electronic means.

7.2.1.3 Subcontractors

Members may disclose Confidential Information to their authorized subcontractors who have a need to know Confidential Information in furtherance of TSANet objectives, provided that the subcontractor is required to protect the Confidential Information on terms consistent with this Code and the Member accepts responsibility for its subcontractor’s use of Confidential Information.

7.2.2 Each Member agrees to take reasonable steps to protect the Confidential Information disclosed to it, which steps shall be at least as protective as those that the Member takes to protect its own Confidential Information.

7.2.3 This section 7 does not require a Member to restrict work assignments of its representatives who have had access to Confidential Information.A Member cannot control the incoming information that another will disclose to it in the course of working together, or what its representatives will remember, even without notes or other aids.Members agree that use of information in representatives’ unaided memories in the development or deployment of such Member’s respective products or services does not create liability under this Code or trade secret law, and Members agree to limit what they disclose to each other accordingly.

7.2.4 Each Member agrees to notify the disclosing Member promptly upon discovery of any unauthorized use or disclosure of Confidential Information and to cooperate with the disclosing Member to help regain control of the Confidential Information and prevent further unauthorized use or disclosure.

7.2.5 The receiving Member may disclose the disclosing Member’s Confidential Information pursuant to a valid judicial or governmental order, provided that, prior to such disclosure, the receiving party shall notify, and reasonably cooperate with, the disclosing party in advance so that the disclosing party may have an opportunity to request a protective order, confidential treatment or other available protection.

7.2.6 Expression of intent.Members and TSANet, if applicable, desire that all information shared during the problem isolation and/or resolution process is treated as Confidential Information, unless the disclosing member(s) agrees in writing that TSANet may disclose such information.Absent agreement from any other members involved in the problem resolution, no Confidential Information of such other member may be divulged as part of such disclosure.

Notwithstanding anything herein to the contrary, the restrictions on disclosure and use set forth herein shall not restrict or limit the right of the receiving party to (a) independently design, develop, acquire, market, service or otherwise deal in, directly or indirectly, products or services competitive with those of the disclosing party; or (b) assign personnel for any purpose.

7.3 Warranty and Ownership– The disclosing party warrants that it has the right to disclose Confidential Information. EXCEPT AS STATED HEREIN, THE DISCLOSING PARTY MAKES NO OTHER WARRANTIES, AND CONFIDENTIAL INFORMATION IS PROVIDED ON AN "AS IS" BASIS.All Confidential Information disclosed hereunder shall (i) remain the property of the disclosing party; and (ii) be promptly returned to the disclosing party, or destroyed by the receiving party, when so specified by the disclosing party.Notwithstanding the foregoing, TSANet shall in any event have the right, but not the obligation, to retain invoice and payment information concerning member as specified in Section 8 of the Database License and Member Acceptance Agreement, or as may otherwise be required by law.No license under any patent or other intellectual property right is granted or conveyed hereby or by any disclosure of Confidential Information made hereunder.Both parties shall comply with and obtain all authorizations required by U.S. export control laws and all related regulations.

7.4 Limitation of Liability – TSANet shall not be liable or responsible for one member disclosing the Confidential Information of another one or more members, even if in connection with activities of such member in TSANet.In addition,NEITHER TSANET NOR MEMBER SHALL BE LIABLE TO THE OTHER OR ANY OTHER MEMBER OR THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT AND/OR SPECIAL DAMAGES FOR ANY CLAIMS ARISING FROM OR IN ANY WAY CONNECTED WITH THIS SECTION 7 OF THE CODE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES IS, OR SHOULD HAVE BEEN, KNOWN.

7.5 Each member accepts this Code including, without limitation, the unmodified confidentiality terms and conditions in this Section 7 prior to the disclosure of any Confidential Information to such member. Once accepted, the confidentiality provisions may only be modified as provided in this Code. TSANet hereby assigns to the applicable disclosing member a right to enforce the confidentiality obligations, terms and conditions specified in this Section 7 directly against any other member

8. Binding Effect.This Code of Conduct, as amended from time to time: i) by the mutual written consent (including electronic mail or by other electronic means) of Member and TSANet in an Addendum, as provided by the Bylaws, or ii) as otherwise approved by an affirmative vote of the Board of Directors of TSANet under the terms and conditions of the TSANet Bylaws and this Code, shall be governed by the laws of the State of Kansas, and shall be binding upon TSANet and Member and its participating affiliates.

9. Order of Precedence for Certain Matters. The provisions of Article 7 of this Code of Conduct entitled Confidentiality, and the limitation of liability set forward in Section 7.4 of this Code of Conduct shall control with respect to any claims, liabilities or losses arising out of or related to the terms, conditions or confidentiality obligations specified in Article 7 above, and shall take precedence over any language that would grant more liberal rights of recovery or relief under any other document or Relationship Addendum with respect to liability of a Member concerning or related to Confidentiality set out herein, but with regard to all other matters, the Limitation of Liability as set forward in the License Agreement shall control.

By signifying acceptance below, Member agrees to be bound to the terms of this Code of Conduct, intends to submit Member’s acceptance to this Code to TSANet, and agrees to the terms of participation in the TSANet organization respecting membership and conduct as such terms are specified in this Code of Conduct.

<ACCEPT>

By signifying that the Member declines below, the membership process will not continue.

<DECLINE>

 

 

For inquiries or questions, please contact: TSANet, Inc. 8101 College Blvd., Suite 100, Overland Park, Kansas, 66210, U.S.A./or call: 913.345.9311/ or e-mail: dennis@tsanet.org.

Addendum to the TSANet Code of Conduct

(Premium Relationship)

General

Organizations
seeking or having membership in TSANet, Inc. ("TSANet") agree to identify each "Company Site" that will become or are an existing member of
TSANet.This TSANet relationship
addendum (this "Addendum") applies
to conduct of a member and each of its representatives at each such site, and
at other locations where the member makes or receives calls for support or
engages in membership activities in furtherance of Premium Relationship ("Premium Relationship").

Each
member shall assure that each of its representatives participating in TSANet
calls or member activities for such member shall first have been trained in
TSANet processes and procedures applicable to the relationship in which they
are participating (each a "Designated
Caller").Each Designated
Caller shall conduct themselves in compliance with the TSANet Code of Conduct
(the "Code of Conduct"), this
Addendum, all TSANet applicable processes and procedures, as well as TSANet
policy when participating in this relationship.

TSANet
members who agree to interact with each other in this open group relationship
are together known as participants ("Participants").
Participants agree to collaborate with all other Participants of the
relationship under the conditions designated in this document.This relationship requires a clearly
defined support process whereby a mutual customer has been identified and a
multi-vendor problem exists. A
mutual customer is a company or individual customer that is (1) using Products or
Services from two or more Participants in conjunction with one another and (2)
meeting the criteria set forth by each of those Participants in the TSANet
database defining the customer as a mutual customer (a "Mutual Customer").

Participation
in this relationship may be implemented by a member in all TSANet regions.Each member’s activities in TSANet
shall conform to the Code of Conduct and is solely responsible for complying
with applicable laws related to their business activities in jurisdictions
where they conduct business.The
Code of Conduct contains terms and conditions, policies and processes that each
member is required to adhere to for entry into and participation in a TSANet
relationship. In the event of any conflicts or inconsistencies between the Code
of Conduct and this Addendum, the terms of this Addendum shall take precedence
as between members in this relationship; provided, however, that this Addendum
is not intended to modify or alter Section 5 ("Competition"), Section 7 (Confidentiality)
and Section 7.4 ("Limitation of
Liability") of the Code of Conduct, nor Section 7 ("Limitation of
Liability") in the TSANet Database License and Member Acceptance Agreement, as
may be periodically revised or updated.

Participants
in this relationship may also elect to participate in the Basic Relationship and
may provide separate inbound contact procedures in accordance with the terms
and conditions of the TSANet Basic Addendum.

Requirements for Participation:

Participants
are obligated to respond to other participants under the terms of this
agreement where the Mutual Customer has a valid twenty-four by seven (24/7)
support contract with the Participant. Participants agree to have an internal
process to identify and engage technicians capable of diagnosing or
troubleshooting incidents. Participants further agree that when a service
request is initiated and the product has been identified as part of this
relationship, Participants will collaborate within the defined response
guidelines. Participants agree to diagnose and troubleshoot Mutual Customer,
multi-vendor problems to isolation and/or resolution with other Participants in
accordance with the Mutual Customer’s obligations with the Participant(s) as
defined in the TSANet Database or relationship terms.

Global Requirements

Participants
agree to support Mutual Customers on a global basis under the guidelines of
this relationship.Participants will
be requested to provide contact and escalation procedures to support customers
worldwide, and may only originate calls from TSANet defined geographic areas
(the "GEO") specified in their
membership.

Term

This
Addendum is effective immediately upon adoption by TSANet, may be periodically
updated, and will automatically be renewed on an annual basis unless otherwise
specified.Participants shall be
notified of all changes made to this relationship. Participants may terminate
their participation in this Relationship with 90 days prior written notice to
the President of TSANet.

Certified Platforms

One
Participant's certified platform does not necessarily constitute a certified
platform that will be supported by all Participants. Where support obligations
(i.e. Mutual Customer) exist from Participant(s) to customer, Participant
agrees to engage other Participant(s) utilizing reasonable efforts and general
troubleshooting to isolate and/or resolve a customer configuration regardless
of whether there is a mutually agreed upon configuration or certified
platform.This Addendum does not
obligate Participants to continue engagement beyond initial troubleshooting on
non-mutually agreed upon certified platforms. If after initial evaluation a
Participant determines resources beyond initial troubleshooting are required
and disengages on a non-mutually agreed upon certified platform(s), the
Participate disengaging agrees to inform the Mutual Customer of the disengagement.

Participants
are encouraged to post or link to information concerning certified platforms in
the TSANet database. Participants are responsible for supporting the customer
based on their independent and direct support contract with the customer in
question.

Participants
should never imply in sales or support literature that membership in this
relationship obligates a Participant to engage resources beyond general
troubleshooting to isolation and/or resolution where a mutually agreed upon
configuration has not been agreed upon by all parties involved.

Response Time Priority

Participants agree to strive to respond via telephone
or electronic correspondence to other Participants with Mutual Customer,
multivendor problems based on the following Priority Definitions:

P-1 Critical(System Critical, Down, Loss of main functionality) A catastrophic
problem that may severely impact the Mutual Customer's ability to conduct
business. This may mean that the Mutual Customer's systems and/or product are
down or not functioning and no procedural workaround exists.

For P-1 issues
- Participants will strive to respond to each other within two hours from the time of the initial call. Response is defined as
a technician beginning the diagnostic process via telephone or electronic
correspondence.

Calls may be escalated after two hours. Participants will provide an escalation path that
assures response of escalated issues in accordance with the guidelines listed
above.

P-2 Serious.
(Serious System Problems) A high-impact problem in which the customer's
operation is disrupted but there is capacity to remain productive and maintain
necessary business-level operations.

The problem may require a fix be installed on the
Mutual Customer's system prior to the next planned commercial release of the
Product. For P-2 issues -
Participants will strive to respond to each other within four hours from the time of the initial call. Response is defined
as a technician beginning the diagnostic process via telephone or electronic
correspondence. Calls may be escalated after
four hours for P-2 issues. Participants will provide an escalation path
that assures response of escalated issues in accordance with the guidelines
listed above.

P-3 Low Impact. (System Problems) Medium-to-low impact problem that involves partial
loss of non-critical functionality. The problem impairs some operations but
allows the Mutual Customer to continue to function. This may be a minor issue
with limited loss or no loss of functionality or impact to the Mutual Customer's
operation. This includes documentation errors. For P-3 and issues lower than P-3 - Participants will strive to respond
to each other by the next business day from the time of the initial call.

Escalation

Members
agree to define a process twenty-four hours per day to escalate calls to the
appropriate management level capable of authorizing the required resources to
diagnose, troubleshoot, isolate and/or resolve complex problems within the
appropriate time for the severity level.

Transfer of Incident

Members
agree to transfer incidents between participants of this Relationship where both
parties mutually agree that the call should be transferred. The Participant
accepting responsibility will accept a direct customer transfer from the Member
of the Group or be responsible for informing the Mutual Customer in a
reasonable and timely manner that ownership has been transferred. All
Participants shall make reasonable efforts to ensure a smooth transition and
ensure Participants and the Mutual Customer are aware of the status of the
call.

Follow-up of Incidents

Participants
may agree to follow-up on incidents with other Participants. Follow-up status
will include the case number, problem description, and resolution when the case
is closed. If the case remains open after two business days the Participant
will provide follow-up that will include the case number, "action taken", "next
action", and the date of the next status update from the Participant (not to
exceed 3 business days for cases that remain at P-1) or as mutually agreed to
between Participants.. Periodic conference calls may be initiated by the Participants.

Products Supported and Notification of
Discontinued Products

Participants
in this relationship will collaborate to support a Mutual Customer for defined
product offerings (which may in fact include all products sold and supported by
a Participant) or by providing support based on a customer’s contractual
relationship with the Participant.

When
a Participant decides to make a significant change to their cooperative support
entitlement instructions they agree to provide 45 days written notification to
the Member’s Authorized Representative who has been designated a business
manager (the "Business Manager") for
this relationship, Such changes will include, but not be limited to, withdrawal
of products currently supported where such products are still actively being
sold and supported by the Participant outside this relationship or a change in
the level of contract required by the end user to be supported under this
relationship.

Information Required

Participants
agree to supply TSANet the following information and keep information
up-to-date for the purposes of this relationship. Participants agree to verify
and/or update information every ninety (90) days. Participant information will
be available via the TSANet database only to other Participants of this
relationship. Required information must be provided for each TSANet site
participating in the agreement. Each participating support organization agrees
to supply contact process instructions or access number(s) used for
collaboration including products covered under this relationship and
Participant’s verification of a Mutual Customer.Additionally, escalation information is required for each
participating support organization identified.

Disqualification or Discipline

A
Participant’s non-compliance with this Addendum or the member’s duties and
responsibilities applicable to this relationship may result in suspension or
disqualification from this relationship. The Designated Business Managers
defined in this relationship may terminate or suspend a member by simple
majority.Suspension will occur
only after the Participant is made aware of the noncompliance and given
reasonable opportunity to be heard by the President.In the event the President is for any reason unable to
determine whether suspension or disqualification from this relationship is
appropriate, the Chairman shall refer this matter to the Executive Committee of
the Board of Directors, for the purpose of hearing and then deciding the
matter.Any determination of
the Chairman or the Executive Committee of the Board of Directors with respect
to such matters shall be final and binding on member.In addition, in the event that the President or the
Executive Committee of the Board so determines, based on the information
presented with regard to such matter, discipline of the member(s) may include
censure, or forfeiture of membership in TSANet.

Member Acceptance of Addendum

By signifying acceptance, Member agrees to be bound to
the terms of this Agreement, intends to submit this Addendum to TSANet, and
agrees to the terms of participation in the TSANet organizationrespecting membership in this Premium
Customer Relationship as such terms are specified in this Agreement.

<ACCEPT>

By
signifying that the Member declines below, the membership process in this Premium
Relationship will not continue.

<DECLINE>

For inquiries or questions, please contact: TSANet,
Inc. 8101 College Blvd., Suite 100, Overland Park, Kansas, 66210, U.S.A./or
call: 913.345.9311/ or e-mail: dennis@tsanet.org.