TERMS OF USE
This Web site (the "Web Site") provided by John Deere Electronic Solutions, is subject to these terms of use and all
modifications thereto ("Terms of Use"). "You" and "Your" refer to each company,
supplier, customer or individual that uses this Web Site. The following Terms of Use constitute a legal agreement between
you and John Deere Electronic Solutions and its affiliated branches
(collectively “JDES”). To use this Web
Site You must agree to the Terms of Use.
If you do not accept this agreement, you may not access the Web Site or
use any of the services provided on or through the Web Site.
1. Use of the Web Site
1.1. You may access the Agile PLM System through the Web Site. The Web Site is provided for:
1.2. You
agree to use this Web Site only for lawful purposes. You may only use this Web
Site in connection with your business relationship with JDES. You agree take all necessary precautions to
maintain the secrecy of and security of any passwords and/or user names or ID's
that JDES provides to you in connection with your use of this Web Site.
1.3. You
further agree to comply with all procedures, rules and policies established by
JDES, and all applicable federal, state, and local laws and regulations,
including without limitation, the Communications Decency Act (47 U.S.C. § 223 et.
seq.) and the Digital Millennium Copyright Act (17 U.S.C. § 101 et.
seq.).
1.4. In
addition, you may not post on or transmit through the Web Site any data, text,
music, sound, photographs, graphics, video, messages and other material ("User Content") that (i) is defamatory, unlawful, harassing,
abusive, threatening, pornographic, obscene, hate speech, or racially or
ethnically offensive; (ii) constitutes a breach of any person's privacy or
publicity rights; (iii) violates any statute, regulation or ordinance; or (iv) promotes
software or services that deliver unsolicited mail.
1.5. You may
not upload, post, email or otherwise transmit any User Content on or through
the Web Site that (i) contains any viruses, Trojan horses, worms, cancel bots,
time bombs or other computer programming routines that may damage or interfere
with the operations of the Web Site,
(ii) is knowingly untrue, inaccurate or misleading, or (iii) interferes
with the operation of the Web Site in any manner.
1.6. You further agree that You will not:
(a) Impersonate any person or entity, including, but not limited to,
a JDES officer, director, or representative, or falsely state or otherwise
misrepresent Your affiliation with a person or entity;
(b) Forge headers or otherwise manipulate identifiers in order to
disguise the origin of any User Content transmitted on or through the Web Site;
(c) Infiltrate or otherwise seek to gain unauthorized access to, or
compromise the integrity of, the Web Site;
(d) Harvest, collect or store information about the Users of this Web
Site or the User Content posted by others on this Web Site or use such
information for any purpose inconsistent with the purpose of this Web Site;
(e) Use any automated procedure to gather information or data on or
from the Web Site by means of what is commonly called a "bot" or
otherwise;
(f) Interfere with or disrupt the Web Site or servers or networks
connected to the Web Site, or breach or attempt to breach the security of
software, network, servers, data, computers or other hardware relating to the
Web Site (or that of any third party that is hosting or interfacing with any
part of the Web Site).
(g) Create any frames at any other Web sites pertaining to or using
any of the information provided through the Web Site, or promote bonus items,
giveaways, random drawings, contests or prizes on the Web Site.
2. Web Site Content
JDES and/or its licensors are the copyright owner of
everything on this Web Site and no portion of this Web Site, including but not
limited to the text, images, audio or video, may be used in any manner, or for
any purpose, without express written permission. Under no circumstances may you re-distribute or transmit material
on this Web Site to third parties. Use
or modification of the material on this Web Site for any purpose other than
those set forth in Section 1.2 is not permitted. You may not link to this Web
Site without JDES's permission.
3. Copyright Infringement
You acknowledge and agree that any communication or material
you transmit to this site or JDES, in any manner and for any reason, will not be
considered a trade secret or otherwise treated as a confidential or
proprietary, except as provided in your Agreement for Purchase and Sale of
Goods or other confidentiality agreements you may have with JDES; provided,
however, that the foregoing shall not apply to personal (as opposed to
technical or business) information that identifies an individual and that is
subject to our Privacy Policy, and incorporated by reference herein.
Furthermore, you acknowledge and agree that any ideas, concepts, techniques,
procedures, methods, systems, designs, plans, charts, or other materials you
transmit to JDES may be used by JDES anywhere, anytime, and for any reason
whatsoever, except as provided in your Agreement for Purchase and Sale of Goods
or other confidentiality agreements you may have with JDES.
You also acknowledge and agree that any name, logo,
trademark, or service mark contained on this Web Site is owned or licensed by
JDES, and may not be used by you without prior written approval. JDES will aggressively enforce its
intellectual property rights to the full extent of the law. Sound, graphics, charts, information, or
images of places or people are either property of JDES or used on this Web Site
with permission. Your use of any of
these materials is prohibited unless specifically provided for on the Web
Site. Any unauthorized use of these
materials may subject you to penalties or damages, including but not limited to
those related to violation of trademarks, copyrights, privacy, and publicity
rights.
If You believe that any content on the Web Site has been
copied in a way that constitutes copyright infringement, or Your intellectual
property rights have been otherwise violated, please notify our Copyright
Agent.
4. Termination of Service
We reserve the right to suspend or terminate your access to
the Web Site, in our sole discretion, with or without prior notice, if we
believe that your conduct fails to conform with these Terms of Use.
5. Indemnification
You agree to defend, indemnify and hold JDES and its
employees and suppliers harmless from any and all claims, demands, losses,
liabilities, costs and expenses, including reasonable attorneys' fees, arising
in any way from Your use of the Web Site, any violation of these Terms of Use
by You, or any User Content You post on or through the Web Site.
Notwithstanding the fact that JDES or other parties involved in creating,
producing, or delivering this site, may monitor or review transmissions,
postings, discussions, or chats, JDES and all parties involved in creating,
producing, or delivering this site, assume no responsibility or liability which
may arise from the content thereof, including but not limited to claims for
defamation, libel, slander, obscenity, pornography, profanity, or
misrepresentation.
6. Disclaimer of Warranties
THIS WEB SITE (AND ANY INFORMATION OR CONTENT CONTAINED
HEREIN) AND THE JDES SUPPLIER PORTAL ARE PROVIDED "AS IS" AND "AS
AVAILABLE," WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, JDES AND ITS AFFILIATES,
SUBSIDIARIES, AGENTS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS,
DIRECTORS, OFFICERS, AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ANY AND ALL
WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE
AVAILABILITY, ACCURACY, INTEGRATION, APPROPRIATENESS, RELIABILITY, COMPLETENESS
OR TIMELINESS, USEFULNESS, ARISING FROM TRADE USAGE OR COURSE OF DEALING OR
COURSE OF PERFORMANCE, OR OTHERWISE OF THE WEB SITE, THE WEB SITE CONTENT
THEREON AND THE JDES SUPPLIER PORTAL; AND (ii) ANY WARRANTIES OF TITLE,
NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, OR
FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE WEB SITE AND THE JDES SUPPLIER PORTAL
WILL BE SECURE, UNINTERRUPTED, NOT DELAYED OR SUSPENDED,
UNCHANGED OR ERROR FREE.
7. Limitation of Liability
BY ENTERING THIS WEB SITE, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE IS AT YOUR OWN RISK AND THAT NONE OF
THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS WEB SITE,
INCLUDING, WITHOUT LIMITATION, JDES, SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL,
CONSEQUENTIAL (including, but not limited to, damages for loss of business
profits, business interruption, loss of programs or information, loss of use,
transaction losses, loss of chance, opportunity costs, costs of procuring
substitute goods, and the like), INDIRECT, OR PUNITIVE DAMAGES, OR ANY OTHER
LOSSES, COSTS, OR EXPENSES Of ANY KIND (INCLUDING LEGAL FEES, EXPERT FEES, OR
OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, THROUGH (1) THE
ACCESS TO, USE OF, OR BROWSING OF THIS WEB SITE OR THE JDES SUPPLIER PORTAL; (2)
THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO
FROM THIS WEB SITE, INCLUDING BUT NOT LIMITED TO ANYTHING CAUSED BY ANY
VIRUSES, BUGS, HUMAN ACTION OR INACTION OR ANY COMPUTER SYSTEM, PHONE
LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES
OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS OR (3) ANY BREACH OF
THE PRIVACY POLICY BY JDES, EXCEPT FOR AN INTENTIONAL BREACH BY AN AUTHORIZED
EMPLOYEE OF JDES. TO THE EXTENT THE
FOREGOING LIMITATION OF LIABILITY IS IN WHOLE OR IN PART HELD TO BE
INAPPLICABLE OR UNENFORCABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF
JDES AND ITS THIRD PARTY LICENSORS FOR ANY REASON OR UPON ANY CAUSE OF ACTION
ARISING OUT OF OR IN ANY WAY RELATED TO THIS WEB SITE OR THE JDES SUPPLIER PORTAL
WILL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250.00). THIS LIMITATION SHALL SURVIVE TERMINATION OF
THIS AGREEMENT.
8. Linked Sites
Although this Web Site may be linked to other sites, JDES is
not, directly or indirectly, implying any approval, association, sponsorship,
endorsement, or affiliation with the linked site, unless specifically stated
therein. You agree that JDES is not
responsible for the content of any off-site pages or any other site linked to
this Web Site. Your linking to any other off-site pages or other sites is at
your own risk. You should refer to the policies posted by such third parties on
their web sites regarding data collection, privacy and other topics before you
use them.
9. Privacy Policy
Unless otherwise agreed upon by JDES in the Agreement for
Purchase and Sale of Goods or otherwise in writing, you hereby authorize JDES to
copy, distribute, adapt, publicly display, publicly perform, transmit,
duplicate, sketch, draw, photograph, download, upload, alter, destroy,
photocopy, replicate, transmit, deliver, send, mail, communicate or convey to
any person any information or content that you provide to JDES through the Web
Site, except to the extent such information is personal (as opposed to
technical or business) information that identifies an individual. All
personally identifiable information collected through the Web Site will be
handled in accordance with our Privacy Policy which is incorporated by
reference into these Terms of Use.
10. Security; Risk of Loss
JDES uses reasonable security measures to protect against the
risk of misuse, damage or loss of information under our control. However, JDES shall not be responsible for
any damage or liability arising from or related to any security failures.
11. Changes to Terms of Use and Web Site
JDES reserves the right to revise or change this Terms of Use
at any time, without notice or obligation, to any of the information contained
on this Web Site. By your continued use
of the Web Site you acknowledge and agree that you shall be bound by any such
revisions. We suggest that you periodically visit this page of the Web Site to
review these terms and conditions.
12. Governing Law
The laws of the state of North Dakota, excluding its
conflicts-of-law rules, shall govern these Terms of Use and Your use of the Web
Site. You agree that any claim or dispute with JDES or relating in any way to
Your use of the Web Site shall be commenced and heard in the courts of the
State of North Dakota, Cass County, and You agree and expressly consent to the
exercise of personal jurisdiction in the courts of the state of North Dakota in
connection with any such dispute. Any claim arising out of or relating to these
Terms of Use shall be brought within two (2) years of the date on which the
claim arose (which may not be deemed earlier than the date the party bringing
the claim knew, or should reasonably have known, that such cause of action had
arisen), or such claim shall be waived and forever barred.
13. General
If any provision of these Terms of Use is held to be invalid
or unenforceable, in whole or in part, such holding shall not affect the
validity or enforceability of the other provisions of these Terms of Use, and
any part of such provision not held invalid or unenforceable shall remain in
effect. If such holding of invalidity or unenforceability is based on a measure
of liability, performance or time set as a standard in the Terms of Use, such
provision shall be replaced by a legally valid measure of liability,
performance or time which is as close as possible to that originally specified.
JDES's failure to act with respect to a breach of these Terms of Use by You does
not constitute a waiver of its right to act with respect to subsequent or
similar breaches. These Terms of Use and the JDES Privacy Policy, and any
modifications thereto, constitute the entire agreement between the parties with
regard to the Web Site and supersede all prior understandings and agreements,
whether written or oral, as to such subject matter. Nothing contained in these
Terms of Use shall be deemed to constitute either party as the agent or
representative of the other party, or both parties as joint venturers or
partners for any purpose.