Portal User Agreement

Last Updated: February 18, 2025

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE STEELHEAD PORTAL, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE STEELHEAD PORTAL. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.  

YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE CLIENT OR ENTITY YOU REPRESENT IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.  

AGREEMENT
This Customer Portal Access Agreement (“Agreement”) is a contract entered into between Steelhead Technologies Inc. (“Company”) and the company or entity accessing the Portal (“Client” or “you”). This Agreement is made up of and incorporates the below terms and conditions and any attachments, addenda, or exhibits referenced in this Agreement. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.  

**Modifications to this Agreement**: From time to time, Company may modify this Agreement. Company will use reasonable efforts to notify Client of the changes through email or posting on Company’s Portal. Unless otherwise specified by Company, changes become effective when the modified Agreement is posted by Company. Client may be required to click to accept or otherwise agree to the modified Agreement before continued use of the Portal (defined below), and in any event, continued use of the Portal after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version.  

TERMS AND CONDITIONS

1. BACKGROUND; PORTAL ACCESS  
1.1 Company offers its customers (“Customer(s)”) various software-as-a-service offerings and other professional services under applicable order forms. These same Customers may permit Client the ability to review the status of services, products, prices, quotes, or other documentation (“Information”) between Customer and Client through use of Company’s online portal (“Portal”). The extent of Information available for Client to view in the Portal is at the sole discretion of Customer.  

1.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Client and its Users (defined below) access to the Portal at no cost to Client. Client will have an “Admin User” who will initially be permitted by Customer to view Information on the Portal and by default will have administrative rights under the Portal. Admin User’s administrative rights include:  
(1) permitting access to the Portal to subsequent users (“Other User(s)”) by providing new login credentials; and  
(2) canceling Other Users’ rights to access the Portal.

Admin User’s administrative rights may be delegated or changed from time to time to Other Users. Other Users may also be granted access to the Portal from Customer. The Admin User and all Other Users are collectively referred to as “User(s).” Any User may cancel their access to the Portal without terminating this Agreement. Customer reserves the right to cancel any and all Users’ access at any time.

Client shall be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Client.

2. RESTRICTIONS AND RESPONSIBILITIES  
2.1 Client will not directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover source code; modify or create derivative works based on the Portal; use it for timesharing/service bureau purposes; or remove proprietary notices/labels.

2.2 Client may not export/re-export functionality in violation of U.S. laws/regulations.

2.3 Client agrees to comply with Company policies (https://gosteelhead.com/terms-of-service) and indemnify Company against damages arising from misuse.

2.4 Client is responsible for maintaining equipment security, account passwords, and compliance with applicable laws.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS  
3.1 Proprietary Information includes non-public information about features, functionality, and performance of the Portal.

3.2 Company retains all intellectual property rights in its software/Portal.

3.3 Company can collect/analyze data from usage for improvement purposes.

4. TERM AND TERMINATION  
4.1 The Agreement remains effective as long as Customers authorize Client’s access.

4.2 Either party may terminate upon 30 days’ notice due to material breach or immediately in cases like insolvency/bankruptcy.

4.3 Company can suspend/terminate access for breaches or legal requirements.

5. WARRANTY AND DISCLAIMER  
The Portal is provided “AS IS.” The Company makes no warranties regarding uninterrupted/error-free service.

6. INDEMNITY  
Client agrees to indemnify Company against claims arising from unauthorized use or data infringement.

7. LIMITATION OF LIABILITY  
Company’s liability is limited to fees paid in six months prior or $100—whichever is greater.

8. USE OF CLIENT NAME AND LOGOS  
Client grants permission for use of its name/logo in marketing materials but can request removal.

9. MISCELLANEOUS  
- Governing law: Michigan law applies.
- Notices must be written.
- No agency/partnership/joint venture is created.
- This Agreement supersedes all prior agreements.