Last updated: December 10, 2021

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Integrator Portal Terms and Conditions

1. These Integrator Portal Terms and Conditions (these “Terms”) apply to all access and information sharing in any way related to the Powered By Trew Integrator Portal and any successor portal(s) of similar purpose. The individual submitting the required information in order to request Integrator Portal access represents that they have the legal authority to bind the Company Name listed in the Integrator Portal Request form (the “Company”) and by clicking “Submit” binds the Company to these Terms in full. 
    

2. The Company agrees to (i) maintain the confidentiality of Confidential Information disclosed by Trew, LLC or any of its affiliates or subsidiaries (collectively, “Trew”) to the Company; (ii) disclose Confidential Information only to those individuals having a need to know and who are under obligations no less restrictive than these Terms to maintain the confidentiality of the Confidential Information; and (iii) use Confidential Information only as permitted by Trew. Upon Trew’s request, the Company will promptly return or destroy all received Confidential Information, including as contained in any notes or other materials, and certify in writing to Trew the destruction of such Confidential Information. 
    

3. “Confidential Information” means information of Trew, in any form, that may be reasonably understood from the nature of such information to be confidential, and all materials prepared by Company that are based on the foregoing, whether disclosed before, on, or after the date of registration for the Integrator Portal, but does not include information which (i) is or becomes public knowledge, except through unauthorized disclosure by the Company, (ii) is independently developed by the Company without using Confidential Information; (iii) was lawfully known by the Company prior to disclosure to it; or (iv) is rightfully obtained by the Company from a third party. 
    

4. The Company agrees that its subsidiaries and/or affiliates may receive or have access to Confidential Information of Trew, and that all such Confidential Information shall be governed by these Terms. The Company shall be fully responsible to Trew for any breach of these Terms by the Company’s subsidiaries and/or affiliates as if they were a signatory to these Terms.
    

5. Trew retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to Company or any other person.
    

6. As a violation by the Company of these Terms will cause irreparable injury to Trew and as there is no adequate remedy at law for such violation, Trew may, in addition to any other remedies available to it, enjoin the Company from violating or threatening to violate these Terms. In any proceeding to enforce these Terms, Trew shall recover from the Company all costs including reasonable attorneys’ fees.
    

7. Trew makes no representation or warranty with respect to any Confidential Information disclosed by it, nor shall Trew or any of its representatives have any liability with respect to the accuracy or completeness or use of any Confidential Information.
    

8. In the event Confidential Information is required to be disclosed by law, it may be disclosed without violation of these Terms, but only to the extent required; provided, however, that before such disclosure, reasonable prior written notice of such disclosure shall be provided to enable Trew to take action to ensure protection of the Confidential Information.
    

9. These Terms shall remain in effect until terminated in writing by either party upon 30 days’ advance written notice. The obligations under these Terms shall apply to specific items of Confidential Information for 3 years following disclosure of such items (and indefinitely with respect to trade secrets).
    

10. If any part of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other part of these Terms.
     

11. These Terms are governed by and construed in accordance with the laws of the State of Ohio without regard to conflicts of law principles. Any legal proceeding regarding these Terms shall be brought and maintained in a court in Butler County, Ohio. These Terms are binding upon and inure to the benefit of the parties and their successors and assigns.
     

12. If a non-disclosure or similar confidentiality agreement is in force between Trew and the Company, such agreement shall supersede these Terms in the event of a conflict between terms. If no such agreement exists, these Terms constitute the entire agreement of the parties. These Terms may be amended or modified only by an instrument in writing signed by both parties. All notices to Trew shall be to 5855 Union Centre Blvd, Suite 100, Fairfield, OH 45014, Attn: Legal Department.