Master Subscription Agreement

Master Subscription Agreement

Welcome to the Master Subscription Agreement for CINX , the online software platform owned and operated by Harrison Publishing House, Inc.

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY COMPLETING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our competitor or if We believe that Your services or software compete with Ours, except in accordance with and subject to the terms and conditions of Our express prior written consent. If You are not sure whether You compete with Us, please contact Us. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on February 8, 2022. It is effective between You and Us as of the date You accepted this Agreement, or if You accepted an earlier version of this Agreement, then as of the date you first use the Services on or after February 8, 2022. We may modify the terms this Agreement from time to time, with notice to You to the email address provided by You in Your Order Form, and such modifications shall be effective upon posting by Us through the Services. You agree to be bound by any changes to this Agreement when you use the Services after such modification is posted.

1. DEFINITIONS

Affiliate means any subsidiary, parent, or other entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Agreement means this Master Subscription Agreement.

Application Services means CINX Content and services that are not generally available to customers via our Standard Services. These services include but are not limited to (i) content services for contractor estimating systems (ii) content services for preparing and responding to Material Transactions and submittals; (iii) content services for CAD/Modeling systems; (iv) content services for management of building material labor units, including Third-Party Content; (v) content and services for Enterprise Services; and (vi) content services for wholesale distributor ERP and e-commerce systems. These services may be delivered via Our online interface, server-to-server exchange, or directly within a software partner application.

Back-End Systems means enterprise resource planning, accounting, project management, service management software systems; other point solutions; and other internal operations (for example, fabrication planning, requisitions, tracking and processing order fulfillment, deliveries, credits and returns, account tracking, and re-stocking).

Beta Services means Our services that are not generally available to customers.

CINX means a HPH Software online platform that provides CINX Content, building product information management, product search, and purchasing solutions.

CINX API means Our public application programming interface for use with CINX. It is a representational state transfer style group of web services requiring HTTP Basic Authentication to interface with CINX Content.

CINX Content means HPH Content and Third-Party Content.

Documentation means Our online user guides, documentation, and help and training materials, as updated from time to time, accessible via www.cinx.com or through the Services.

Enterprise Services means use of CINX Content, CINX API, and Services to enable or in connection with EDI (electronic data interface) integration with Your Back-End Systems, and between Your Back-End-Systems and your Licensed Software. (Please see the Transactions Services definition for transactions with parties external to Your enterprise.)

Ferguson means Ferguson Enterprises, LLC, a national wholesale distributor of plumbing, HVAC/R, waterworks and industrial materials.

Ferguson Item Information Request means an electronic exchange between You and Ferguson for the purpose of obtaining information about products sold by Ferguson. Item Information Requests include, without limitation, price inquiries, stock/availability inquires, back-order updates, price history requests, and product documentation requests.

Ferguson Material Transaction means an exchange or communication between You and Ferguson involving HPH Item Codes for the purposes of pricing, purchasing, returning or paying for products sold by Ferguson.  Material Transactions include, without limitation, requests for quotations, quotes, purchase orders, PO change orders, PO acknowledgements, advance ship notices, RMAs, returns, and invoices.

Ferguson Service means Your use of the HPH Item Code to submit and receive electronic Ferguson Item Information Requests and Ferguson Material Transactions with Ferguson.

HPH Content means all HPH Original Content, intellectual property, and other content owned by Us, and protected by copyright, trademark or other law, including but not limited to HPH Original Content.

HPH Item Commodity Cross Reference Code means the alpha-numeric code that uniquely identifies a product regardless of its manufacturer.

HPH Item Code means the (i) alpha-numeric code that uniquely identifies a product and its manufacturer; and (ii) such item codes and underlying data included in Our HPH Catalog database, which is the subject of a United States copyright registration.

HPH Labor Code means the alpha-numeric classification code that uniquely identifies a labor unit and its source.

HPH Original Content means item pricing and other product information, software code (in object, executable and display format), website, that has been created or assimilated by Harrison Publishing House, Inc and provided to You via Services. This content includes but is not limited to the HPH Item Code, HPH Labor Code, HPH Item Commodity Cross Reference Codes, and HPH Software.

HPH Software means the software code, files, algorithms, scripts, agents or programs created, developed or used by Us to operate, run, and display CINX Content.

Licensed Software means software platforms developed by Us, or by Trimble (AccubidTM, AutoBidTM), Quote Express, ViewpointTM, and any other software application whose publisher or producer is licensed to use HPH Original Content, including procurement of or otherwise allow access to periodic updates containing or using HPH Original Content.

Malicious Code means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, or cause or facilitate a breach of privacy or security.

MCAA Labor Units means the WebLEM labor units published and owned by the Mechanical Contractors Association of America. These units are available via CINX and Enterprise Services and are considered Third-Party Content and subject to a Third-Party EULA.

Order Form means a print document or online screen specifying the Services ordered by You and to be provided hereunder that is completed by You via our website at www.cinx.com, including any addenda and supplements thereto. By entering into an Order Form hereunder, Your Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

PHCC Labor Units means the plumbing and mechanical labor units published and owned by the Plumbing-Heating-Cooling-Contractors. These units are available via CINX and Enterprise Services and are considered Third-Party Content and subject to a Third-Party EULA.

Privacy Policy means the Privacy Policy relating to the collection and use of your personally identifiable information.

Project Documents means all pricing estimates, pricing quotes, purchase orders, requests for quotes, requisitions, project manuals, project models, project plans, or other business documents (i) entered into the Services (ii) exchanged between You and other User(s); and/or (iii) generated as output by the Services.

Purchased Services means Standard Services, Application Services, Enterprise Services, and/or Transaction Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

Service or Services means Standard Services, Application Services, Transaction Services, Enterprise Services, Ferguson Service, and/or Beta Services.

Standard Services means HPH Original Content and other default services that We provide online, including associated offline components (as described in the Documentation), to you via a free trial or upon Our acceptance of Your completed Order Form; provided, that we reserve the right, without prior notice to You, to change the way that we provide the Standard Services to You.

Third-Party Content means any content and other intellectual property owned, developed or licensed by companies other than Us that could be made available to You via the CINX or Purchased Services. Appendix 1 defines the current Third-Party Content providers to the CINX platform, which may change at any time or from time to time without prior notice.

Third-Party EULA means the End-User License Agreement of a content owner or licensee.

Transaction Services means Our services (inclusive of provision of customer-vendor data exchanges) to enable or facilitate Your exchange of CINX Content or other data with third parties, or Your provision (or Your customer s procurement) of goods or services, that We provide either directly on Our online site, via the CINX API, or via alternate applications, platforms or other delivery mechanisms.

User means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, and contractors and agents.

We, Us or Our means the Harrison Publishing House, Inc., a New Hampshire corporation.

You or Your means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

Your Data means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services.

2. FREE TRIAL

If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.

NOTWITHSTANDING SECTION 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED AS-IS WITHOUT ANY WARRANTY.

Please review the Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

During any free trial period We may disclose anonymous data about Your use of the Services ( Usage Statistics ) for the purpose of helping us improve the Services. Consistent with our Privacy Policy, Any such disclosures of Usage Statistics to our service providers will not include Your identity.