Advanced Drainage Systems, Inc.

www.ads-pipe.com/pipeline
Online Access Agreement
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE
ACCESSING OR USING THE PIPELINE. THIS DOCUMENT STATES THE TERMS
AND CONDITIONS UNDER WHICH YOU MAY USE THIS WEB SITE, WHICH IS
OWNED BY ADVANCED DRAINAGE SYSTEMS, INC. (ADS). YOU MANIFEST
YOUR INTENT TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF
THIS AGREEMENT BY CLICKING ON THE ACCEPT BUTTON, OR OTHERWISE
ACCESSING OR USING THE PIPELINE. IF YOU DO NOT AGREE TO BE LEGALLY
BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT
ATTEMPT TO ENTER OR USE THE PIPELINE, AND CLICK THE REJECT
BUTTON. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS
AGREEMENT, YOU MAY NOT USE OR OTHERWISE ACCESS THE PIPELINE.
ADS WILL PERMIT YOU TO USE OR ACCESS THE PIPELINE ONLY IF YOU
AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. PLEASE PRINT A HARD COPY OF THIS AGREEMENT FOR YOUR
FUTURE REFERENCE.
1.

DEFINITIONS.

When used in this Agreement, the following terms shall have the respective meanings indicated
below. Defined terms may be used both in the singular and plural forms throughout this
Agreement as appropriate for the context in which they are used.
(a)

Commencement Date means the first date Users have access to the Pipeline.

(b)

Confidential Information has the meaning set forth in Section 6(a).

(c)
Pipeline means the Internet-based system developed by ADS for the purpose of
ADS Customer Self Service.
(d)
Sponsor means the person who has distributed a Password to you so that you
can access and use the Pipeline.
(e)
Intellectual Property means all U.S. and foreign patents, patent applications,
registered and common law trademarks and service marks and any applications therefor, domain
names, trade secrets, know-how, copyrights and any other proprietary rights in and to the subject
matter of such rights.
(f)
Password means a user name and password distributed either by ADS or a
Sponsor to User(s) that permits User(s) to access and use the Pipeline.
(g)
2.

User means a person authorized by either ADS or a Sponsor to use the Pipeline.

LICENSE AND USE RESTRICTIONS.

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(a)
License. Subject to the terms and conditions of this Agreement, ADS hereby
grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use
the Pipeline for business purposes only with your current registered employer; provided that you
are a User and have been assigned a valid Password by ADS or your Sponsor. You may only
access and use the Pipeline with a valid Password. You or your Sponsor shall provide and
maintain your Internet access and all necessary telecommunications equipment, software and
other materials needed for accessing and using the Pipeline.
(b)
Restrictions on Use. You agree that you will not, nor will you permit others to:
(i) reverse engineer, decompile or disassemble the Pipeline, or any part thereof, or otherwise
attempt to discover the source code of the software which runs the Pipeline, or any part thereof;
(ii) sell, rent, lease, license, sublicense, transfer, distribute, time-share or otherwise assign to any
third party access or use to the Pipeline, or any part thereof; or (iii) hack or otherwise attempt to
gain unauthorized access to any part of the Pipeline.
(c)
Security. Prior to first use, ADS will establish your Password and distribute it to
you or your Sponsor. During your first use of the Pipeline, you are required to enter the
Password provided to you by ADS or your Sponsor. You may change the password to a code of
your choice. The code that you create will become your Password and you will need this
Password each time you gain access to The Pipeline. You agree to keep the Password
confidential (in a secure location and separate from your software) to prevent unauthorized
access to yo ur account and to prevent unauthorized use of the Pipeline. You agree to notify your
Sponsor and/or ADS immediately if the secrecy of your Password is compromised and you also
agree not to reveal your Password to any person not authorized by you to access your account.
The security of your account will be compromised if you do not protect the secrecy of your
Password. If you believe that the secrecy of your Password has been compromised, you should
contact your Sponsor and/or ADS AT ONCE, and you should change your password by selecting
the appropriate option on the Pipeline. If deemed necessary, your Password may be revoked or
canceled at any time without giving you prior notice. If you forget your Password, you must
contact your Sponsor and/or ADS to possibly have a new Password issued to you. It will take
several days before you receive a new Password.
(d)
User Responsibility. By accepting this Agreement on-line, you agree that: (i) this
Agreement is deemed accepted and signed by you personally and by your employer and will
become a binding legal obligation; (ii) if you click I ACCEPT without actually reading or
printing this Agreement, you are nevertheless legally bound; and (iii) you are a corporate officer
of or an authorized and empowered representative of the company identified in the registration
process to obtain your Password. You and your Sponsor are responsible for all usage you
authorize to the Pipeline. You may not permit anyone else to use your Password to access your
ADS Pipeline account. If you permit other persons to use the Pipeline with your Password, you
are responsible for any transactions they authorize. You should notify your Sponsor and/or ADS
AT ONCE if you believe any of your accounts have been accessed or your Password has been
obtained by someone or used without your permission. Contacting your Sponsor and/or ADS
right away will help you reduce possible losses.

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(e)
Ownership. As between the parties, ADS owns all Intellectual Property rights in
and to the Pipeline and you gain no right, title or interest in and to the Pipeline by virtue of this
Agreement other than the limited licenses granted herein.
(f)
Compliance with Law. User shall not use the Pipeline for any unlawful purposes.
User shall comply with all applicable laws and regulations in connection with using the Pipeline,
and any instructions, user manuals or documentation relating to the proper use of the Pipeline as
provided by ADS or your Sponsor.
(g)
Reasonable Reliance on Instructions and Information. User represent s and
warrants that (s)he has all appropriate authority to provide information and instructions to ADS
through the Pipeline and that ADS may reasonable rely on all information and instructions
provided to it by User using the Pipeline.
3.

NO WARRANTIES.

THE PIPELINE IS PROVIDED AS IS WITH ALL FAULTS AND NO WARRANTIES

OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND/OR QUALITY OF SERVICE. ADS DOES NOT WARRANT
THAT THE PIPELINE MEETS YOUR OR ANY THIRD PARTYS REQUIREMENTS,
OR THAT THE PIPELINE WILL OPERATE IN COMBINATION WITH ANY OTHER
HARDWARE, SOFTWARE, SYSTEMS, WEB-SITES OR DATA NOT PROVIDED BY
ADS, OR THAT THE OPERATION OF PIPELINE WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT ANY ERRORS WILL BE CORRECTED. ADS DOES NOT
WARRANT OR MAKE ANY REPRESENTATION OR WARRANTY REGARDING
THE PIPELINE, OR ANY PART THEREOF, IN TERMS OF CORRECTNESS,
ACCURACY, RELIABILITY, TIMELINESS OR OTHERWISE.
USE OF THE
PIPELINE IS ENTIRELY AT YOUR RISK. SOME STATES LIMIT OR DO NOT
ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THEREFORE THE ABOVE
EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
4.

INDEMNITY.

You shall indemnify ADS, its officers, directors, employees and agents, from and against any
and all claims, liabilities, and costs, including reasonable legal and accounting fees, reasonably
incurred in the defense of any claim or suit arising out of your use of the Pipeline or otherwise
related to this Agreement, including without limitation, any breach or alleged breach by you of
this Agreement. ADS reserves the right to assume or participate, at your expense, in the
investigation, settlement and defense of any such action or claim.
5.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL ADS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR GOODWILL, FOR ANY

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MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER

SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR
OTHERWISE, EVEN IF ADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SOME STATES LIMIT OR DO NOT ALLOW THE EXCLUSION OF
CONSEQUENTIAL DAMAGES, THEREFORE THE ABOVE EXCLUSION OF
CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU.
6.

CONFIDENTIALITY.

(a)
Confidential Information. User agrees that information or materials viewed, used,
accessed or acquired from ADS in connection with the performance of either partys duties under
this Agreement and which is: (i) designated as proprietary and/or confidential; or (ii) valuable by
virtue of not being generally known in the relevant trade or industry (Confidential
Information), is owned exclusively by ADS.
(b)
Duty. User agrees: (i) to hold Confidential Information in the strictest
confidence; (ii) not to make use of or reproduce Confidential Information (other than to perform
its obligations hereunder); (iii) to disclose the Confidential Information to only those persons
who have a need to know it; and (iv) to require persons to whom such Confidential Information
has been disclosed to protect Confidential Information in a manner commensurate with this
Section 6(b).
(c)
Exceptions. The obligations of Section 6(b) will not apply to protect information
or material when the User can demonstrate that through no wrongdoing on its part, the
information or material: (i) has come into its possession without restriction as to confidentiality;
(ii) was generally known to the public at the time User acquired it or became so thereafter; (iii)
was independently developed by the User without regard to Confidential Information; or (iv) was
required to be disclosed by the User due to a court order, subpoena or similar process (as long as
upon learning of the disclosure requirement, the User promptly notifies ADS).
(d)
User Submissions. ADS welcomes your comments on the Pipeline. However,
you acknowledge that if you send ADS creative suggestions, ideas, notes, drawings, concepts,
inventions or other information (collectively, the "Information"), the Information shall be
deemed, and shall remain ADS' property. Generally, any communication which you post to the
Pipeline or transmit to ADS over the Internet is considered to be, and will be treated as, nonconfidential. If particular Web pages on the Pipeline permit the submission of communications
that will be treated by ADS as confidential, that fact will be clearly stated on those pages.
Without limitation of the foregoing, by submission of any Information to ADS, you assign to
ADS and ADS shall exclusively own all now known or hereafter existing rights to such
Information of every kind and nature throughout the universe and shall be entitled to unrestricted
use of the Information for any purpose whatsoever, commercial or otherwise, without
compensation to the provider of the information.
(e)
User Communications. As a User of the Pipeline, you are responsible for your
own communications and are responsible for the consequences of their posting. Therefore, do no
do any of the following things: transmit to ADS material that is copyrighted, unless you are the
copyright owner or have the permission of the copyright owner to post it; send material that

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reveals trade secrets, unless you own them and are willing to compromise the integrity of the
trade secret; send material that infringes on any other intellectual property rights of others or on
the privacy or publicity rights of others; send material that is obscene, defamatory, threatening,
harassing, abusive, hateful or embarrassing to another user or any other person or entity; send
sexually-explicit images or messages; send advertisements or solicitations of business; send
chain letters or pyramid schemes; or impersonate another person. ADS reserves the right to
expel Users and prevent their further access to the Pipeline or any ADS Web Site for violating
these terms or the law and reserves the right to remove any communication from the Pipeline.
(f)
Injunctive Relief. The parties each agree that any breach or alleged breach of the
restrictions contained in this Section 6 shall constitute a material breach of the Agreement and
will cause irreparable harm to the non-breaching party entitling such non-breaching party to seek
immediate injunctive relief in additio n to seeking all other applicable legal and equitable
remedies.
7.

TERM AND TERMINATION.

(a)
Term. The term of this Agreement shall begin on the date that you receive a
Password (but in no event prior to the Commencement Date) and shall continue in effect until
such time as the earlier of the following: (i) your Password is revoked for any reason, with or
without cause, by your Sponsor or ADS; (ii) you breach or threaten to breach any of the terms
and conditions contained herein; (iii) your agreement with ADS expires or terminates for any
reason; or (iv) ADS provides you with notice that it is terminating this Agreement (with or
without cause).
(b)
Effect of Termination. Upon termination of this Agreement for any reason, (i) all
licenses granted hereunder shall terminate effective immediately, (ii) ADS shall immediately
cease providing you with access to the Pipeline; and (iii) you shall return or destroy, at ADS
option, all Confidential Information disclosed to you during the term of this Agreement.
(c)
Remedies. Termination of this Agreement shall be in addition to any other right
or remedy which the terminating party may have either at law or in equity or under this
Agreement and shall not release either party from its obligation to pay to the other all fees that
shall have accrued prior to such termination. No right or remedy given to a party on the breach
of any provision of this Agreement is intended by the parties to be exclusive; each shall be
cumulative and in addition to any other remedy provided in this Agreement or otherwise
available at law or in equity.
(d)
Survival. Provisions that by their nature reasonably should be interpreted to
survive, shall survive the expiration or earlier termination of this Agreement for any reason,
including Sections 2(e), 3, 4, 5, 6, 7(b) and 8.
8.

GENERAL PROVISIONS.

(a)
Governing Law. This Agreement and all matters arising out of or otherwise
relating to this Agreement shall be governed by the laws of the State of Ohio, excluding its

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conflict of laws provisions. The parties hereby agree to submit to the jurisdiction of the state and
federal courts of competent jurisdiction located in the State of Ohio. Exclusive venue for any
litigation between the parties (as permitted under Section 8(b) below) shall be with the state or
federal courts of competent jurisdiction located in Columbus, Ohio.
(b)
Arbitration. If there is any dispute between the parties arising out of or otherwise
relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve
the dispute. If the parties are unable to resolve the dispute through direct negotiations, then,
except as otherwise provided herein, either party may submit the issue to binding arbitration in
accordance with the then-existing rules for arbitration of the American Arbitration Association.
The arbitration shall be conducted in Columbus, Ohio, and conducted by a single arbitrator,
knowledgeable in the software industry. The arbitrator shall issue a written opinion summarising
the relevant facts and governing law and shall have the authority to fashion any remedy available
to the injured party under law, equity, or this Agreement; but shall have no authority to join
parties, certify a class action, award any punitive or exemplary damages, or vary or ignore the
terms of this Agreement, and shall be bound by governing and applicable law. This Section
shall not apply to any breach or alleged breach of Sections 2 or 6.
(c)
Assignment. You may not assign or transfer your rights or obligations under this
Agreement (including, but not limited to the Password assigned to you by your Sponsor or ADS)
without ADS prior written consent, which consent may be granted or denied at ADS sole
discretion.
(d)
No Third Party Beneficiaries. Each party agrees that, except as otherwise
expressly provided in this Agreement, there shall be no third party beneficiaries to this
Agreement.
(e)
Severability; Waiver. In the event any provision of this Agreement is held by a
court or arbitrator of competent jurisdiction to be contrary to the law, the remaining provisions of
this Agreement will remain in full force and effect. The waiver of any breach or default of this
Agreement will not constitute a waiver of any subsequent breach or default, and will not act to
amend or negate the rights of the waiving party.
(f)
Complete Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof, and supersedes and replaces all prior or
contemporaneous understandings or agreements, written or oral, rega rding such subject matter.
Except as otherwise provided, no amendment to or modification of this Agreement will be
binding unless in writing and accepted by a duly authorized representative of both parties.
(g)
Compliance With U.S. Export Laws. This Web Site originates from Hilliard,
Ohio. ADS does not claim that the materials on this Web Site are appropriate or may be used
outside the United States. Access to the Pipeline may not be legal by certain persons or in
certain countries. If you access the Pipeline from outside the United States, you do so at your
own risk and are responsible for compliance with the laws of your jurisdiction. User
acknowledges that the Pipeline and any other technical data may be subject to export controls
imposed by the U.S. Export Administration Act of 1979, as amended (the Act), and the
regulations promulgated thereunder. User shall not export or re-export (directly or indirectly) the

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Pipeline or any other technical data therefor without complying with the Act and any regulations
thereunder.
(h)
Government Rights. The Pipeline has been developed at private expense and is
commercial computer software or restricted computer software within the meaning of the
FARs, the DFARs, and any other similar regulations relating to go vernment acquisition of
computer software. Nothing contained herein will be deemed to: (i) grant any government
agency any license or other rights greater than is mandated by statute or regulation for
commercial computer software developed entirely at private expense, or (ii) restrict any
government rights in any extensions or custom solutions provided hereunder and developed at
government expense.
(i)
Force Majeure. Except for the obligation to make payments, neither party will be
liable for any failure or delay in its performance under this Agreement due to any cause beyond
its reasonable control, including but not limited to any acts of war, terrorism, acts of God,
earthquake, fire, flood, hurricane, tropical storm, tornado, embargo, riot, sabotage, strikes, labor
shortage or dispute, acts of civil or military authority, failure to obtain export licenses or
shortages of transportation, facilities, fuel, energy, electricity, gas, labor or materials, or any
telecommunications, computer, or software failure (collectively, a Force Majeure Event),
provided that the delayed party: (i) gives the other party prompt notice of such Force Majeure
Event and (ii) uses commercially reasonable efforts to resume performance after expiration of
the applicable Force Majeure Event.

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