ROOFNAV MEMBER AGREEMENT

IMPORTANT:   Please read this RoofNav Member Agreement carefully before signifying your agreement by clicking the accept button at the end. You should print a copy of the Agreement for reference.

This Agreement (the "Agreement") is between you ("Licensee" or "you") and FM Approvals LLC, a Rhode Island limited liability company, with offices at 1301 Atwood Avenue, PO Box 7500, Johnston RI 02919 (hereinafter "FM Approvals" or "us").

The Agreement sets forth the terms and conditions for your use of the RoofNav Online Web site ("RoofNav"). Your access to RoofNav is provided through the public Web site, www.roofnav.com (the "Site"), maintained by FM Approvals and its parent, Factory Mutual Insurance Company ("FM Global"). Your access to the Site is subject to the Site disclaimer and to applicable provisions of this Agreement. Your access to any portion of RoofNav, however, is subject to your acceptance of the terms and conditions of this Agreement. Upon acceptance of this Agreement, you may proceed to register for the use of the content and functionality of RoofNav. The terms of this Agreement will continue to apply to any and all continued use of RoofNav by you.

1. Grant of License.
   
   In consideration of your agreement to be bound to the terms of this Agreement, FM Approvals grants you a non-exclusive and non-transferable right and license to use RoofNav until such license is terminated in accordance with this Agreement.



2. Fees and Registration.
   
   RoofNav is made available to you without charge. However, you are responsible for all charges associated with connecting to the Site and to RoofNav, including without limitation all telephone access lines (including long-distance charges, when applicable), telephone and computer equipment and any service fees necessary to access the Site or RoofNav.
   
   For purposes of identification, you agree to provide FM Approvals with accurate, complete, and updated information ("Registration Data"), including your name, address, telephone number(s) and electronic mail address(es). Upon your acceptance of this Agreement, FM Approvals will assign you the user name and password you specified during registration. You will be able to go online to change your password at any time, at your discretion. The password is for your use only and you are solely responsible for maintaining the confidentiality of the password and agree that FM Approvals will have no obligations with regard thereto.
   
   You may check, following help instructions, to determine whether your Registration Data is current and accurate, and, if not, to correct or update your Registration Data. Failure to comply with this provision (including without limitation falsification of any Registration Data) may, at FM Approvals' option, result in immediate suspension or termination of your license to use RoofNav.
   
   You agree to promptly update your Registration Data, following help instructions, in the event of any known or suspected unauthorized use of your license, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. In the event of a breach of security, you will remain liable for any unauthorized use of your license until you update your Registration Data. If your license is subject to use without your authorization, follow help instructions to update your Registration Data.
   
   FM Approvals reserves the right to institute fees for the use of RoofNav at any time, upon reasonable notice posted in advance on the Site for any new or existing registrations.



3. Certain Restrictions.
   
   You understand that RoofNav is a proprietary product of FM Approvals and is protected by copyright law. You may not copy, share or otherwise make RoofNav available, in whole or part, to any other party. You also agree not to interrupt, or attempt to interrupt, the operation of RoofNav in any way. This Agreement does not provide you with title or ownership of RoofNav, but only a right of limited use. Subject only to this license and other licenses which FM Approvals in its sole discretion may make, FM Approvals retains sole and exclusive ownership of all right, title, and interest in and to RoofNav, and any modifications, enhancements and derivatives, and all copies thereof.
   
   You agree not to use the registered trademark "RoofNav" or any other trademarks, service marks, certification marks, names, logos, or other identifiers of FM Approvals or its affiliates, including but not limited to FM Global (collectively, "Affiliates") without the prior written permission of FM Approvals or the relevant Affiliate.



4. Disclaimer of Undertaking.
   
   RoofNav is provided solely as a tool to enable the user to identify FM Approved roof assemblies. RoofNav does not design roofs and it cannot and should not be used for such purpose. You assume full responsibility for the identification and selection of roof assemblies which you might use or recommend be used in connection with any roofing projects or services including but not limited to roofing design services.



5. Disclaimers of Warranty.
   
   ROOFNAV IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FM Approvals does not warrant that RoofNav will meet Licensee's requirements or that operation of RoofNav will be uninterrupted or error-free. FM Approvals assumes no responsibility by or through the use of RoofNav, for the selection of RoofNav to achieve desired results, or for results obtained or not obtained from RoofNav. Information on RoofNav is subject to change at any time at the sole discretion of FM Approvals, without notice to Licensee.
   
   FM Approvals warrants only that particular roof assemblies identified in RoofNav as constituting FM Approved roof assemblies have been found to satisfy criteria for Approval, based on research, examinations and inspections performed by FM Approvals according to FM Approvals requirements or recognized national and international requirements. The inclusion of any manufacturer's product within RoofNav or in an Approved roof assembly does not mean that such product has been Approved by FM Approvals.
   
   THEREFORE, FM APPROVALS, WHETHER BY VIRTUE OF THE PROVISION OF ROOFNAV OR THE INDICATION THAT A PARTICULAR ROOF ASSEMBLY MEETS FM APPROVALS STANDARDS, MAKES NO GUARANTEE OR WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY APPROVED ROOF ASSEMBLY OR ANY MANUFACTURERS' PRODUCTS OR SERVICES, OR OTHERWISE, OR THAT AN APPROVED ROOF ASSEMBLY OR MANUFACTURERS' PRODUCT AND/OR SERVICE WILL NOT FAIL, MALFUNCTION OR BE DEFECTIVE IN ANY PARTICULAR APPLICATION. FM APPROVALS HAS NOT DETERMINED ALL FORESEEABLE USES OR MISUSES OF A MANUFACTURERS' PRODUCT AND/OR SERVICE OR OF PARTICULAR APPROVED ROOF ASSEMBLIES.



6. LIMITATION OF LIABILITY; INDEMNIFICATION.
   
   IN NO EVENT WILL FM APPROVALS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL (INCLUDING LOSS OR PROFIT OR OTHER ECONOMIC LOSS) OR OTHER DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF FM APPROVALS HAS BEEN ADVISED OF THE POSSILITY OF SUCH DAMAGES ARISING OUT OF THE FURNISHING, PERFORMANCE, USE OF, OR INABILITY TO USE ROOFNAV OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. YOU ALSO AGREE TO HOLD HARMLESS AND INDEMNIFY FM APPROVALS, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS FROM AND AGAINST ANY AND ALL LIABILITY (INCLUSIVE OF CLAIMS, SUITS, LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING ATTORNEY'S FEES)) TO YOU, ANY END USER OF YOUR PRODUCTS OR SERVICES, OR ANY OTHER THIRD PARTY FOR ANY TYPE OF INJURY OR DAMAGE, INCLUDING WITHOUT LIMITATION, LOSS OF EARNINGS OR PROFITS CAUSED BY OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, ROOFNAV, ANY COPYING OR SHARING OF ROOFNAV BY YOU, AND ANY BREACH OF THIS AGREEMENT BY YOU.



7. Modifications/Termination of RoofNav.
   
   (a) Modifications.
   
   FM Approvals has the sole discretion and right to modify RoofNav, its functionality, content, and the standard terms and conditions of this Agreement as they may be applicable to future registrations by you or any other party. Any such modification is effective immediately upon posting to RoofNav. Your continued use of RoofNav following any modification shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision is to discontinue your use of RoofNav.
   
   (b) Termination.
   
   FM Approvals retains the sole discretion and right to terminate RoofNav at any time.



8. Termination of this Agreement.
   
   FM Approvals reserves the right to terminate your access to RoofNav, without notice, with respect to any breach or threatened breach by you of any portion of this Agreement. If FM Approvals terminates this Agreement based on a breach of any portion of this Agreement, we reserve the right to refuse to provide any access to RoofNav to you in the future.
   
   FM Approvals will also terminate your registration and access to RoofNav, without notice, if you do not make use of RoofNav for any one year period. In such case, you may re-register, subject only to FM Approvals rights herein to deny registrations, and without any right to previous user names or passwords.



9. Miscellaneous.
   
   (a) No Assignment. This Agreement shall not be assigned or transferred by you to another party without prior written authorization by FM Approvals and any such attempted assignment or transfer shall be null and void.
   
   (b) Governing Law; Jurisdiction. This Agreement shall be construed and governed in accordance with the Laws of the State of Rhode Island, without giving effect to the principles of conflict of laws thereof. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal Courts of Rhode Island.
   
   (c) Entire Agreement/Waiver. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and merges all prior agreements, oral or written between them as to that subject matter. This Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
   
   (d) Survival. The provisions of sections 3, 4, 5, and 6 shall survive any termination of this Agreement.
   
   

By clicking the "Accept" button below, you signify your agreement to the terms and conditions of this Agreement.