Tri-State Generation and Transmission Association, Inc.
Digital Asset Management (Third Light IMS Software) User Agreement
Terms and Conditions of Use
Tri-State Generation and Transmission Association, Inc. ("Tri-State") requires that Tri-State’s members, contractors, consultants and vendors (including employees and subcontractors of such entities) (each, a “User”), who make use of the Tri-State Digital Asset Management software ("Third Light IMS"), understand the responsibilities placed upon them and the information security measures that must be adopted while using the Third Light IMS. All Users will only be given access when they have agreed to abide by this User Agreement. By signing on to the Third Light IMS, Users are deemed to have agreed to, and accepted the terms and conditions of the User Agreement. If a User does not agree to this User Agreement, please contact its Tri-State business contact. Tri-State reserves the right, in its sole discretion, to modify, alter or otherwise update this User Agreement at any time without notice to the User other than the posting of the revised language. User’s continued use of the Third Light IMS constitutes User’s agreement to be bound by any modifications, alterations or updates. Users are encouraged to review this User Agreement frequently. Failure to adhere to this User Agreement may result in action taken against the User.
All Users need to be made aware of the risks involved with using the Third Light IMS. As the Third Light IMS may hold information that may be sensitive or confidential, it is important that all Users abide fully with the contents of this User Agreement to help minimize the risks. This will ensure that the reputation of Tri-State is not damaged through inappropriate or unauthorized access as a result of login credentials being compromised, or through the introduction of viruses or malware to the wider community.
User acknowledges that its use of the Third Light IMS may be monitored and/or recorded. User agrees to be responsible for any use by the User of the Third Light IMS using the credentials provided to the User - unique user id and password. User will not use a colleague's Third Light IMS credentials to access the Third Light IMS and will ensure that User’s credentials are not shared, are protected against misuse and are kept secure. User will treat its Third Light IMS credentials with the same security measures as required by its employer, but no less than reasonable care. In particular, User will not write down or share its password. User will alert the Tri-State Help Desk (303-254-6059) desk immediately if it is aware of or have suspicions that its credentials are known to someone else. User will not attempt to access any portion of the Third Light IMS that it has not been given explicit permission to access. User will not attempt to circumvent any security measure that Tri-State or the software owner (Third Light Limited) has put in place to protect the information assets of Tri-State. User will not create, post, upload, send, receive, or store information on the Third Light IMS that User knows, suspects, or has been advised is of a higher level of confidentiality that the Third Light IMS is designed to carry. User will not create, post, upload, send, receive, or store information on the Third Light IMS that it knows or suspects to be unacceptable within the context and purpose for which it is being communicated. User will not make false claims or denials relating to its use of the Third Light IMS. User shall not use the Third Light IMS to create, post, upload, send, distribute, store, or knowingly receive the following: (i) anything which may defame, abuse, harass, threaten or otherwise violate the legal rights of others; (ii) any inappropriate, profane, defamatory, obscene, pornographic, indecent or unlawful images, material or information; (iii) any images, material or information which incite or are likely to incite discrimination, hate or violence towards one person or a group because of their sex or sexual orientation or because of their belonging to a race, a religion or a nation or that insult the victims of crimes against humanity by contesting the existence of those crimes; (iv) any images, material or information that infringe the intellectual property of any party; (v) material that contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted or any other similar software or programs that may damage the operation of another’s computer or property of another; (vi) images, material or information that violate any applicable laws or regulations; (vii) spam or unsolicited advertising or promotional material; (viii) images, material or information that cause or are likely to cause annoyance, inconvenience or needless anxiety to any person. User will use the Third Light IMS for legitimate business purposes only. User will protect any confidential, sensitive or protectively marked material to the same level as it would paper copies of similar material. User will seek to prevent inadvertent disclosure of confidential information by avoiding being watched over while working, and by taking care when printing information posted on the Third Light IMS. User will securely store or destroy any printed information that is confidential. User will not leave its computer logged in and unattended for any period of time but will log out of the Third Light IMS.
Copyright and Trademarks
The Third Light IMS may contain copyrighted material, trademarks and other proprietary information including, text, software, photos, video, graphics, music, sound, and logos. All content included on the Third Light IMS, such as text, software, photos, video, graphics, music, sound, and logos (collectively, “Input Materials”), may be protected by copyrights, trademarks, and other rights, which are owned and/or controlled by Tri-State or by other parties. User acknowledges that it does not acquire any ownership rights by accessing, altering, revising, or downloading material. Unless otherwise provided in an agreement between User or User’s employer and Tri-State, User acknowledge that it and its employer grant to Tri-State any irrevocable, perpetual license to any content created, posted, uploaded, sent, received, or stored by User and to be used by Tri-State for any purpose. Since other third parties can create, post, upload, send, receive, or store its own content to the Third Light IMS, Tri-State will not take the responsibility of the content published by third parties. User warrants that any Input Material will not infringe the copyright or other rights of any third party and the User shall indemnify, defend and hold harmless Tri-State and the software owner against any loss, damages, costs, expenses or other claims arising from any such infringement.
Disclaimer of Warranties and Limitation of Liability
USE OF THE THIRD LIGHT IMS SAND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE THIRD LIGHT IMS S IS AT USER’S OWN RISK AND USER IS SOLELY RESPONSIBLE FOR ANY DAMAGES THAT USER MAY SUFFER. THE THIRD LIGHT IMS IS PROVIDED BY TRI-STATE ON AN "AS IS" AND "AS AVAILABLE" BASIS. TRI-STATE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE THIRD LIGHT IMS OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS CONTAINED ON THE THIRD LIGHT IMS INCLUDING, BUT NOT LIMITED TO, THEIR ACCURACY, COMPLETENESS, OR TIMELINESS. TRI-STATE EXPRESSLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, TRI-STATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TRI-STATE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF, OR INABILITY TO USE, THE THIRD LIGHT IMS, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, OR ANY COSTS INCURRED TO PROCURE SUBSTITUTE PRODUCTS OR SERVICES ARISING FROM OR RELATED TO USE OR INABILITY TO USE THE THIRD LIGHT IMS. IF USER IS NOT SATISFIED WITH THE THIRD LIGHT IMS, USER’S SOLE REMEDY IS TO DISCONTINUE USE OF THE THIRD LIGHT IMS E.
Any opinions, statements, services, offers or other information or content expressed or made available on the Third Light IMS by any third party are those of the respective author(s) or distributor(s) and not of Tri-State.
User agrees to indemnify, defend, and hold Tri-State and its officers, directors, employees, agents, distributors, affiliates and subsidiaries harmless from and against any and all third party claims, demands, liabilities, costs, or expenses, including reasonable attorney's fees, that arise from User’s use or misuse of the Third Light IMS.
This User Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Colorado, without giving effect to any principles of conflicts of laws. User expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to this User Agreement or User’s use of the Third Light IMS shall be filed only in the state or federal courts located in Denver, Colorado, and User further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
Entire Agreement and Severability
Except for any confidentiality or work product ownership contained in an agreement between User or User’s employer and Tri-State, this User Agreement constitutes the entire agreement between User and Tri-State with respect to User’s use of the Third Light IMS. If any term, covenant, or provision shall be illegal or unenforceable for any reason, the same shall not invalidate any other term, covenant, or provision, and all of the remaining terms, covenants, and provisions shall remain in full force and effect.