Terms of Use

1. DEFINITIONS.

DCN Sites contain two types of content. For purposes of these Terms of Use, (a) the "Sites' Own Content" means information entered into the Sites by employees and authorized representatives of DCN and (b) "Other Content" means any other information entered into the Sites by Users or other persons. All other defined or capitalized terms shall have the meanings ascribed to them elsewhere in these Terms of Use.

2. ACCESS TO THE SITES.

You must comply with all of the terms and conditions of these Terms of Use, the policies referred to below, and all applicable laws, regulations and rules when you use the Sites. The Sites are intended to be used only by individuals and entities that can form legally binding contracts under applicable law. Persons using the Sites to purchase products or services or utilizing resources on behalf of an employer must do so only with the authorization of their employer. Your access to the Sites, sending us feedback, submitting comments or other posts, or other use of the Sites will be deemed to be a representation that you are 18 years of age or older or otherwise are an entity that can form legally binding contracts under applicable law. The Sites are not intended for children under the age of 13. DCN does not target its Sites to children under 13 or knowingly collect personally identifiable information from children under the age of 13. If we become aware that we have collected personal information from a child under age 13, we will delete that information as quickly as possible.

We use the means that we believe are reasonable to provide access to the Sites 24 hours a day, 7 days a week, except in the case of natural disasters or events beyond the control of DCN and subject to any breakdowns or any maintenance operations required to ensure the smooth operation of the Sites service and equipment. DCN will not be liable for any failure or deficiency in the performance of the Sites, and any software provided through use of the Sites, by reason of the occurrence of any event beyond our reasonable control, including without limitation, a labor disturbance, an Internet outage, interruption of service, communication outage, failure by a service provider to DCN, fire, terrorism, natural disaster or war.

DCN grants Users who accept these Terms of Use the right to connect to its Sites by means of the User's computer, mobile or other electronic device. The communication protocols used are those currently used by the Internet network. The rights of access to and use of the Sites are nonexclusive and non-transferable.

The Sites are controlled and operated from facilities in the United States and Canada. DCN MAKES NO REPRESENTATIONS THAT THE SITES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS, INCLUDING LOCATIONS IN EUROPEAN UNION STATES. THOSE WHO ACCESS OR USE THE SITES FROM JURISDICTIONS OUTSIDE OF THE UNITED STATES DO SO AT THEIR OWN RISK AND ARE ENTIRELY RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

Except as expressly permitted in these Terms of Use, the Sites may not be reproduced, transmitted, or distributed without DCN's prior written permission. The User may not commingle any portion of the Sites with any other information and shall not edit, modify, or alter any portion of the Sites. All information entered into the Sites by employees and authorized representatives of DCN (the "Sites' Own Content") is either the property of DCN and its affiliates or is licensed to DCN. DCN and its licensors retain all proprietary rights to the Sites' Own Content. The User shall honor all reasonable requests by DCN or its affiliates to protect DCN's and its licensors' proprietary interests in the Sites.

3. PROHIBITED CONDUCT; NONDISCLOSURE.

In using the Sites, you agree that you will not: (i) use the Sites for any purpose that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; (ii) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party; (iii) defame, abuse, harass or stalk any individual, or disrupt or interfere with the security or use of the Sites or any websites linked to them; (iv) interfere with or damage the Sites, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; (v) attempt to use another User's account, impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) DCN, or create or use a false identity; (vi) take or attempt any action that, in the sole discretion of DCN, imposes or may impose an unreasonable or disproportionately large load or burden on the Sites or the infrastructure of the Sites; (vii) attempt to obtain unauthorized access to data, materials, information, computer systems or networks connected to any server associated with the Sites, through hacking, password mining or any other means; (viii) engage, directly or indirectly, in transmission of "spam," mass e-mailings, chain letters, junk mail or any other type of unsolicited solicitation, whether electronic or otherwise; (ix) collect, manually or through an automatic process, information about other users without their express consent or other information relating to the Sites; (x) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Other Content; (xi) use any meta tags or any other "hidden text" utilizing the DCN name, trademarks, or product names; (xii) advertise, offer to sell, or sell any goods or services, except as expressly permitted by DCN; (xiii) use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code" or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Sites without prior express written consent of DCN; (xiv) interfere with, attempt to interfere with or otherwise disrupt the proper working of the Sites, any activities conducted on or through the Sites or any servers or networks connected to the Sites; (xv) disobey any requirements, procedures, policies or regulations of networks connected to the Sites; (xvi) engage in any activity that interferes with any third party's ability to use or enjoy the Sites; or (xvii) assist any third party in engaging in any activity prohibited by these Terms of Use.

You agree not to disclose or otherwise make DCN Proprietary Information available to any person other than your employees, if applicable, required to have such knowledge in the normal course of your business, and who are authorized to access the Sites. You expressly agree not to, directly or indirectly: (i) disclose, publish, transfer, distribute or disseminate Proprietary Information to any third party; (ii) use Proprietary Information in any manner which competes with any products or services of DCN or its affiliates; or (iii) use Proprietary Information to provide data or competitive information to any provider of any Competitive Product or Service or affiliate thereof.

4. INTELLECTUAL PROPERTY RIGHTS.

Except as provided herein, the Sites and the contents of the Sites (including, but not limited to, data, information, design, text, graphics, illustrations, audio clips, video clips, other files, and the selection, arrangement and organization thereof) (the "Site Information") are owned by DCN, its licensors or other entities and are protected by copyright and other intellectual property rights. All right, title and interest in and to all copyrights, patents, trade secret rights, trademarks and other intellectual property rights in and to the Site Information and all other information or data supplied by DCN and/or its suppliers (collectively, "Proprietary Information"), are proprietary, confidential, and valuable trade secret information of DCN and/or its suppliers. Unauthorized use of the Proprietary Information is strictly prohibited.

The elements presented on the Sites, including without limitation the Proprietary Information, are subject to modification without notice and are made available without any kind of guarantee, whether express or tacit, and cannot give rise to any rights to compensation. The information and images contained on the Sites are protected by copyright.

Subject to the terms and conditions of these Terms of Use, and further subject to the terms and limitations of any License granted to you in any Master Services Agreement ("MSA") or other agreement between you and DCN, you are hereby granted a limited, non-exclusive right to use Proprietary Information on the Sites in the normal course of your business consistent with the terms of the MSA (where applicable), provided that you shall in no event use Proprietary Information in transmission of "spam," mass e-mailings, chain letters, junk mail or any other type of unsolicited solicitation.

Trademarks, service marks, trade names, product names, logos, designs, titles, and words or phrases posted by DCN on the Sites are owned by or licensed by DCN, unless otherwise expressly excluded. All page headers, custom graphics, button icons and scripts are trademarks, trade dress or copyrights of DCN. You may not use any of these trademarks, trade dress, copyrights or trade names without express permission from the appropriate party.

DCN respects the intellectual property rights of others and expects its users to do the same. If you believe that content residing on or accessible through our Sites infringes a copyright you own or for which you are a designated agent, please send a written notice of infringement to our Designated Copyright Agent including the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed. If multiple copyrighted works at the Sites are covered by a single notification, provide a representative list of such works.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit DCN to locate the material.
• Information reasonably sufficient to permit DCN to contact you, such as an address, telephone number, and email address, along with your full name.
• If true, the following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law."
• If true, the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
• Send the document to DCN's Designated Copyright Agent to receive notifications of claimed infringement at the contact information given below:

Designated Copyright Agent c/o Chief Financial Officer, Phone: 609-336-2670, Email: legal@construction.com

Upon receiving a notification that complies with the DMCA, DCN will expeditiously remove or disable access to the content that is alleged to be infringing and will take reasonable steps to forward the written notification to the alleged infringer.

If you believe that your material has been removed improperly, you may file a counter notification. To file a counter notification with us, you must provide a written communication that includes the following:

• A physical or electronic signature.
• Identification of the specific URLs of material that DCN has removed or to which DCN has disabled access.
• Your full name, address, telephone number, and email address, and the username of your DCN account.
• A statement that you consent to the jurisdiction of the federal District Court for the judicial district in which your address is located (or any judicial district in which DCN may be found if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection 512(c)(1)(C) of the DMCA or an agent of such person.
• If true, the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
• Send the written communication to DCN's Designated Copyright Agent at the contact information given above.

Please note that under Section 512(f) of the DMCA, you may be liable for damages, including costs and attorneys' fees, if you knowingly materially misrepresent that material on the Sites infringes upon your copyright, or that material on the Sites was removed or disabled by mistake or misidentification.

5. THE USER'S CONTENT.

The Sites may offer opportunities for you to post content in the form of text, pictures, drawings, plans or designs ("Posting") that may be made available to the public. When you make a Posting to the Sites or use any other services on the Sites ("Site Features"), you will be subject to any additional guidelines or rules applicable to such Site Features. DCN reserves the right to change, suspend or discontinue any Site Features at any time, or to limit or restrict your access to certain Site Features at any time, without notice to you and in its sole discretion.

BY SUBMITTING A POSTING OR SUBMITTING OTHER CONSENT, YOU REPRESENT THAT YOU EITHER OWN THE RIGHTS TO THE POSTING, OR HAVE A LICENSE FROM THE OWNER THAT PERMITS YOU TO GRANT DCN A PERPETUAL, WORLDWIDE, ROYALTY-FREE, NON-EXCLUSIVE, SUB-LICENSABLE AND IRREVOCABLE RIGHT AND LICENSE TO USE, COPY, REPRODUCE, PREPARE DERIVATIVE WORKS BASED UPON, DISTRIBUTE, PERFORM AND DISPLAY SUCH INFORMATION IN WHOLE OR IN PART, IN ANY FORM, MEDIA OR TECHNOLOGY KNOWN OR HEREAFTER DEVELOPED AS LONG AS SUCH USE IS CONSISTENT WITH OUR PRIVACY POLICY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE THAT DCN MAY DISCLOSE YOUR POSTINGS IN RESPONSE TO COURT ORDERS OR TO LAW ENFORCEMENT ENTITIES. DCN SEPARATELY RESERVES THE RIGHT TO EDIT OR DELETE ANY POSTING OR OTHER CONTENT IN ITS SOLE DISCRETION. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS BASED ON MORAL RIGHTS OR SIMILAR THEORIES, IF ANY.

Users entering material into the Sites are responsible for the content of that material. DCN has no responsibility for the Posting or Other Content, including the content of any messages or information posted by Users or others, or for the content of information accessible via direct or indirect hyperlinks from the Sites. However, DCN retains the right, which it may or may not exercise in its sole discretion, to review, edit, or delete any Posting or Other Content which DCN deems to be illegal, offensive, in violation of these Terms of Use or otherwise inappropriate.

You are prohibited from submitting, inputting, distributing, uploading, posting, emailing, transmitting or otherwise making available any Posting or Other Content that: (i) restricts or inhibits any other user from using and enjoying the Sites; (ii) is unlawful, harmful, threatening, abusive, harassing, tortious, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (iii) constitutes or encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law; (iv) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contains a virus or other harmful component; (vi) contains any information, software or other material of a commercial nature; (vii) contains advertising, promotions or commercial solicitations of any kind; (viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware; (ix) is harmful to minors; or (x) constitutes or contains false or misleading statements of fact.

If you see any violations of these terms and conditions on the Sites, please email us at Support@Construction.com.

You understand that when using the Sites, you will be exposed to Postings from a variety of sources, and that DCN is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Postings. You further understand and acknowledge that you may be exposed to Postings that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against DCN with respect thereto.

You acknowledge that any Posting may be used by any third party, and DCN assumes no liability for such use or disclosures. DCN RECOMMENDS THAT YOU DO NOT INCLUDE ANY PERSONALLY IDENTIFIABLE INFORMATION AS PART OF ANY POSTING.

Postings are made available to you "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Sites or otherwise as prohibited under these Terms of Use, or where applicable, your MSA.

6. REGISTRATION.

You may create your own account on the Sites by completing the online registration process on the Sites, and you must do so if you would like to receive certain content and materials provided by DCN. As part of the registration process, you must select a user name and password and provide DCN with accurate, complete, and updated information. Failure to do so constitutes a breach of these Terms of Use, which may result in immediate termination of the User's access.

Following registration, we will create an account for you and assign you, or allow you to select, a password. You must keep your password confidential and not disclose your password to any person other than your direct employees, as applicable, required to have such access to your password in the normal course of your business. You will be responsible for all use of your password, including, without limitation, any use by any unauthorized third party. You must notify us immediately if you believe your password may be used or may have been used by any unauthorized person or entity. For security purposes, we recommend you change your password often. Under no circumstance should you respond to a request for your password. Our employees will never ask for your password.

7. MODIFICATION.

These Terms of Use, as the same may be modified by DCN, in its sole discretion, shall apply to any use of any of the Sites. DCN may, in its sole discretion and without any liability, change, modify, suspend, make improvements to or discontinue any aspect of the Sites, temporarily or permanently, at any time without prior notice.

8. FEES & PAYMENTS.

From time to time, DCN makes available to its subscribers certain products, services and Site Features, or licenses certain DCN software which is downloaded or accessed from the Sites for which it charges a fee. Additional terms and conditions may apply, including without limitation, the terms and conditions of any MSA or other agreement between you and DCN, which terms and conditions are incorporated by reference into these Terms of Use.

DCN, in its sole discretion, may charge fees for access to our Sites. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the services in a timely manner with a valid payment method. If your Payment Method fails or is past due, we collect fees owed using other collection methods, including retaining collection agencies and legal counsel, and you agree to reimburse us for any fees and expenses associated with such collection methods, including without limitation, any legal fees and expenses.

9. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION.

You represent, warrant and covenant to DCN that: (i) you have the full power and authority to enter into and perform your obligations under these Terms of Use; (ii) your assent to and performance of your obligations under these Terms of Use do not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, or any applicable laws, regulations or rules; (iii) you are age 18 or over, able to form a legally binding contract, and these Terms of Use constitute legal, valid and binding obligations on you, enforceable in accordance with their terms and conditions; (iv) you will not infringe the patent, copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right of DCN or any third party in your use of the Sites; and (v) you will comply with all applicable laws, rules and regulations in your use of the Sites, including these Terms of Use.

YOU REPRESENT, WARRANT AND COVENANT TO DCN THAT: (A) YOU ARE NOT, AND SHALL NOT BE DURING THE PERIOD OF YOUR USE OF THE SITES, A SUPPLIER OF ANY COMPETITIVE PRODUCT OR SERVICE, NOR ARE YOU ACCESSING THE SITES, SOFTWARE, AND/OR PROPRIETARY INFORMATION, DIRECTLY OR INDIRECTLY, FOR THE PURPOSE OF PROVIDING DATA OR COMPETITIVE INFORMATION TO A SUPPLIER OF ANY COMPETITIVE PRODUCT OR SERVICE OR ANY AFFILIATE THEREOF OR OTHERWISE COMPETING WITH DCN OR ITS AFFILIATES; AND (B) YOU HAVE PROVIDED TRUE AND ACCURATE INFORMATION AS TO YOUR ACTUAL IDENTITY.

You agree to indemnify and hold DCN and its employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers and shareholders harmless from any and all damages, liabilities, losses, charges, costs or expenses (including without limitation, attorneys' fees and costs) incurred in connection with any third party claim, demand or action brought or asserted against any of the Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach by you of any provision of these Terms of Use or (ii) arising from, related to, or connected with your use of the Sites, any software, and/or the Proprietary Information.

10. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.

THE SITES, SOFTWARE DOWNLOADED FROM OR ACCESSED THROUGH THE SITES, OTHER CONTENT, SITES' OWN CONTENT, AND ANY PROPRIETARY INFORMATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SITES, SOFTWARE DOWNLOADED FROM OR ACCESSED THROUGH THE SITES, AND/OR PROPRIETARY INFORMATION TO ACHIEVE YOUR INTENDED RESULTS AND SOLE RESPONSIBILITY FOR THE USE OF, AND RESULTS OBTAINED FROM THE SITES, SOFTWARE DOWNLOADED FROM OR ACCESSED THROUGH THE SITES, AND/OR THE PROPRIETARY INFORMATION. ANY CONTENT OR SOFTWARE DOWNLOADED FROM OR ACCESSED THROUGH THE SITES OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DCN DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, AND WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SITES, SOFTWARE DOWNLOADED FROM OR ACCESSED THROUGH THE SITES, AND/OR THE PROPRIETARY INFORMATION.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL DCN, ITS EMPLOYEES, SUPPLIERS OR THE THIRD PARTIES MENTIONED ON ITS SITES BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SITES, THE SOFTWARE, THE PROPRIETARY INFORMATION, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS OF USE, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY DCN, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER AGREES THAT ALL DEMANDS OF WHATEVER KIND ASSESSED AGAINST DCN OR ANY OF ITS THIRD PARTY LICENSORS ARISING OUT OF RELATING TO THE USE OF THE SITES SHALL NOT EXCEED $100.

11. JURISDICTION AND VENUE; LIMITATIONS ON ACTIONS.

THESE TERMS OF USE SHALL BE GOVERNED, CONSTRUED AND APPLIED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PROVISION GOVERNING CONFLICTS OF LAW. ANY DISPUTES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS OF USE OR YOUR USE OF THE SITES SHALL BE BROUGHT EXCLUSIVELY BEFORE THE FEDERAL OR STATE COURTS SERVING THE COUNTY OF WESTCHESTER, STATE OF NEW YORK. THE USE OF THE SITES IMPLIES YOUR EXPRESS CONSENT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS.

You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Sites must be filed within one calendar year after such claim or cause of action arises, or forever be barred.

12. WAIVER OF CLASS ACTION RIGHTS; LIMITATION OF ACTIONS.

BY ENTERING INTO THESE TERMS OF USE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS OF USE OR YOUR USE OF THE SITES MUST BE ASSERTED INDIVIDUALLY.

13. CORRESPONDENCE WITH DCN.

To correspond with DCN by e-mail, Internet users must use the email address provided herein. Our replies to e-mails may not be equated to or considered proof of advertising, promotional or commercial activity in the destination country of these replies. Correspondence from DCN to you shall be sent to you at the address provided by you.

14. ENTIRE AGREEMENT; SEVERABILITY.

These Terms of Use, our Privacy Policy, the MSA, the provisions set forth in any contract, statement of work, order form, addenda or other underlying agreement which refers to or is attached to this MSA and, to the extent applicable, any member agreement, subscriber agreement additional terms and conditions related to Site Features, and any separate End User License Agreement ("EULA"), constitute the entire agreement between the parties with respect to the use of the Sites, superseding all prior or contemporaneous oral or written agreements or understanding with respect to such subject matter. If any provision of these Terms of Use is held to be unenforceable or invalid in whole or in part, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions shall be given full force and effect. In the event of a conflict between these Terms of Use and those of the MSA, the terms and conditions of the MSA shall govern and control.

15. OTHER PROVISIONS.

DCN's failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Use. DCN may assign its rights and duties under these Terms of Use to any party at any time without notice to you.