WEBSITE SERVICES AGREEMENT
BY CHECKING THE BOX YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CHECK THE BOX AND YOU MUST NOT USE OR ACCESS THE WEBSITE OR THE SERVICES.
P&WC CONFIDENTIAL/PROPRIETARY INFORMATION
i. is in the public domain at the time of disclosure, or is subsequently made available to the general public through no fault of User; or
ii. was known to User at the time of disclosure without confidentiality obligation, and by means other than disclosure by P&WC; or
iii. becomes known to User without similar restrictions as to its disclosure or use from a source other than P&WC; or
iv. is independently developed by User without any prior knowledge of the disclosure, and was not acquired directly or indirectly under any secrecy obligation from P&WC.
v. User will notify P&WC in writing within thirty (30) days of having made a determination that any Proprietary Information falls within any of the categories of this paragraph.
PERMITTED USES OF THE SERVICES
This license does not transfer ownership of or title to the Website or its content or create any right or interest in the Website or its content. User must include and retain all copyright and other proprietary/confidentiality notices on all copies made from the Website. In addition, User shall not modify the Website or its content in any way or reproduce, publicly display, perform, distribute, create derivative works of, or otherwise use the Website or its content for any public or commercial purpose, except as the general terms and conditions of this Agreement specifically permit. User shall not use the Website to design, manufacture or repair parts, or to obtain any governmental approval to do so, without P&WC's express, written permission.
Such express, written permission may appear in other agreements between User and P&WC that establish the legal framework under which User is authorized to use information, material, and applications P&WC provides ("Other Agreements"). Examples of Other Agreements include general terms agreements, service agreements, maintenance agreements, non-disclosure agreements, and application-specific website supplemental agreements. Different portions of the Website may be subject to Other Agreements and thus additional terms.
If a User gains access to information to which User is not otherwise authorized to access under Other Agreements, User shall (i) immediately disconnect from the Website without copying or downloading such information; (ii) not use such information for any purpose whatsoever; and (iii) shall promptly report such unauthorized access to P&WC. If User otherwise becomes aware of an instance of unauthorized access to information on the Website, User shall immediately notify P&WC at email@example.com.
User agrees, represents and warrants that:
i. Where User is an organization, the employee, agent or representative of User who accesses the Services has the legal capacity and right to enter into this Agreement on behalf of User and to agree, in the name of User, to use the Services in accordance with all the general terms and conditions of this Agreement as set forth herein;
ii. All information supplied by User in relation to this Agreement and through the Website shall be true and accurate, to the best of User's knowledge and User shall update that information as soon as possible after any such information changes;
iii. If User downloads any publications or other documents (including Purchase Orders) from the Website, User shall in no manner modify, amend, or otherwise alter the content of any such document. Further, User shall not make copies of, or distribute, any downloaded document, except for User's internal business purposes;
iv. User shall not use the Services (A) for any purpose that is unlawful or prohibited by this Agreement; (B) in any manner which is contrary to any applicable local, provincial, federal, national, international and foreign laws or regulations; (C) in any manner which could damage, disable, overburden or impair the Website or interfere with any other party's use and enjoyment of the Website or the Services.
v. User shall not use the Services to access or make use of any P&WC software.
vi. User shall be responsible for any costs and expenses associated with its use of the Services.
vii. if a customer or a supplier, User shall be responsible for visiting the Website regularly in order to receive updates to Customer Service Bulletins, Spare Parts Bulletins, Service Information Letters and any other technical publications that may be available on the Website, and to which customer or supplier has subscribed. The foregoing responsibility shall apply only if customer or supplier has elected to receive any such publications via Website only.
CHANGES TO THIS AGREEMENT AND THE SERVICES
INFORMATION AND MATERIAL SUBMITTED TO P&WC
COMMUNICATIONS WITH P&WC - RULES OF CONDUCT
User's participation in on-line communication on the Website occurs in real time and is not edited, censored, or otherwise controlled by P&WC. P&WC cannot and does not screen materials provided by Users. However, P&WC reserves the right to monitor materials on the Website and to remove materials that P&WC, in its sole discretion, determines to be in violation of the general terms and conditions of this Agreement, applicable laws and regulations, or P&WC's policies and procedures. P&WC may also disclose any information or materials as necessary to comply with any law, regulation or government request. To this effect, Users agree:
i. Not to post, upload or transmit any message on or through the Website that is libelous, defamatory or which discloses personal or private matters concerning any person without their express written consent;
ii. Not to post, upload or transmit any message, data, image or program that is obscene, indecent, pornographic or profane or any other material that could give rise to any civil or criminal liability;
iii. Not to post, upload or transmit any message on or through the Website that would violate the property rights of others, including unauthorized copyrighted texts, images, programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing manner;
iv. To comply with the virus control protocols established to prevent any file which may contain viruses, worms or any other contaminating or destructive program from being posted on the Website or transmitted through the Website;
v. Not to disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers or networks connected to or accessible through the Website or affiliated linked sites;
vi. Not to circumvent, reverse engineer, decrypt, or otherwise alter or interfere (or attempt, encourage or support anyone else's attempt to do any of the foregoing) with the Website or its Services or any software on the Website; or
vii. Not to impersonate any person or entity, whether actual or fictitious, including anyone featured on the Website or P&WC or misrepresent an affiliation with any other person or entity.
ACCESS AND INTERFERENCE
CONDUCTING TRANSACTIONS ON THIS WEBSITE
Any document transmitted through the Website shall be deemed to be a document, as that term is defined under applicable law. Any such document featuring an electronic signature ("Signed Documents") shall be deemed to have been signed for all purposes, including the purpose of any law, regulation or rule of law that requires an agreement to be so evidenced. Any such Signed Document shall constitute an "original" when printed from electronic files or records established by P&WC and maintained in the normal course of business to the same extent as would a corresponding paper document. To the extent permitted by law, the Parties agree not to contest the validity and enforceability of Signed Documents under the provisions of any applicable law requiring certain agreements to be in writing and signed by the party to be bound thereby.
Any Purchase Order submitted to P&WC through the Website shall be accepted solely upon P&WC's express approval and acceptance of same. Any Purchase Order submitted by P&WC through the Website shall constitute an offer to purchase by P&WC. Acknowledgement, if required of such a Purchase Order, shall be deemed acceptance of same, including any and all terms and conditions contained therein. Should an Acknowledgment of the Purchase Order not be required, P&WC's shipment of good(s) or provision of service(s) against such Purchase Order shall be deemed acceptance of same, including any and all terms and conditions contained therein.
CLIENT ADMINISTRATORS AND PASSWORD
P&WC agrees to adopt appropriate security measures to limit access to the Website and the Services to Users identified by the Client Administrator and authorized by P&WC in accordance with this provision.
Users may access the Website only with a valid username, password and any additional form of security that P&WC, at its discretion, may require. Each User must have a unique email address. User alone is responsible for keeping its username and password confidential, and for any and all activity that occurs on this Website under such username and/or password. User agrees to immediately notify P&WC of any unauthorized use of such username and/or password or any other breach of security.
Unless otherwise first notified by the Client Administrator, P&WC assumes that access to the Website by means of a valid username, password, and other identified additional form of security is authorized by the Client Administrator.
If P&WC is unsuccessful in attempts to contact the Client Administrator after a period of ninety (90) days, all Users of the organization that the Client Administrator represents will be denied access to the Website and the Services.
DISCLAIMER AND LIMITATION OF LIABILITY
P&WC and its affiliates and suppliers will not under any circumstances be liable to users or any other person for any direct, indirect, incidental, consequential, punitive and exemplary damages or losses, howsoever caused, arising from, connected with, or relating to the website, the services or this agreement including but not limited to, damages for loss of use, lost profits or lost savings, or resulting from viruses, data corruption, failed messages, transmission errors or problems, links to third-party websites, third-party content, products or services, the use or inability to use this website or the content under any theory of liability (whether on a contractual or extracontractual basis, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing or fundamental breach by P&WC or any person for whom P&WC is responsible even if P&WC, its affiliates and suppliers or any of its lawful mandatories or their respective directors, officers or employees have been advised of the possibility of such damages or claim, to the fullest extent permitted by law.
No advice, results, statement or information, whether oral or written, obtained by users from or on behalf of P&WC or through the website shall create any representation or warranty not expressly made herein.
There may be information on the website that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions and to change or update at any time without liability or prior notice, to the extent permitted by law.
Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply.
User hereby agrees to indemnify, defend, and hold harmless P&WC, its subsidiaries, affiliates, vendors, and the employees, directors, officers, agents, representatives, and subcontractors of each of them (collectively, the "Indemnified Parties") from and against all liabilities, claims, damages, losses, expenses, and costs, including reasonable attorneys' fees, sustained, incurred or paid by the Indemnified Parties, arising directly or indirectly out of or in connection from any activity related to the use of the Website, the Submitted Information or its posting of the Website by User or any other person accessing the Website on behalf of User and any violation of the general terms and conditions of this Agreement. User will assist and co-operate as fully as reasonable required by the Indemnified Parties in the defense of any such claim or demand.
Except as specifically authorized by Export Law, goods or Services purchased from P&WC through the Website may not be re-exported, resold, or otherwise disposed of: (1) to any country not approved for re-export as brought to the User's attention by means of a bill of lading, commercial invoice, or any other means; or (2) to any person if the User knows, or has reason to know, that it will result directly or indirectly, in disposition contrary to the obligations made in this Agreement or contrary to the Export Law.
Specifically, pursuant to Supplement 2 to 15 CFR §749(o)(3) of the EAR, goods or services purchased from P&WC through the Website may not be re-exported to a country listed in Country Group E:1 (Country Groups are listed in Supplement 1 to Part 740 of the EAR).
Users acknowledge that goods or services purchased from P&WC through the Website are not intended to be used for any other purpose prohibited by Export Law including the Canadian Export and Import Permits Act, including, without limitation, nuclear, missile or chemical & biological weapons activities.
A prospective or current User that contests his/her status as a restricted or denied party should contact the Client Administrator of the organization that he/she represents. The Client Administrator shall verify the restricted or denied party status and must provide P&WC written certification and request access be granted or reinstated to the Website to any prospective or current User, as the case may be, that was misidentified as a restricted or denied party. P&WC shall further review the certification provided, and inform the prospective or current User of its final decision.
Where a User is an organization, customer or supplier; the employee, agent or representative of User who accesses the Services must be screened in order to determine whether it is identified as a denied party or restricted party pursuant to any embargo, sanction, debarment or denied party designation issued and maintained by the Canadian or United States government and in such cases, such User will be denied access to the Services and Website. The User shall notify P&WC immediately, in writing, of any employee, agent or representative who has access to the Website and Services and who have been debarred or designated as a denied party.
INTERNATIONAL USERS AND JURISDICTION
TERM AND TERMINATION
Termination of the general terms and conditions of this Agreement will automatically result in revocation of User's rights to access the Website. P&WC may temporarily suspend or terminate User's access at any time if, in P&WC's sole discretion, such suspension or termination is reasonably necessary to protect the Website's security or continued effective operation. P&WC may reinstate User's access after P&WC receives assurances from User that the grounds for suspension or termination no longer apply.
If this Agreement or the permission to access or use the Website is terminated by User or by P&WC for any reason, then: (a) this Agreement will nevertheless continue to apply and be binding upon User and any persons User represents, on a solidary basis, regarding the prior access to and use of the Website, and anything connected with, relating to or arising therefrom; and (b) P&WC may continue to use and disclose the personal information of User in accordance with P&WC's Website Privacy Statement, if applicable, as amended from time to time.
Should any provision of this Agreement be held invalid, unenforceable or in conflict with the law of any relevant jurisdiction, the validity of the remaining provisions shall be unaffected by such holding.
The general terms and conditions of this Agreement or any of the rights or obligations thereunder, may not be assigned, without the prior written consent of P&WC. An assignment in violation of the foregoing shall be void and of no force or effect. P&WC, however, may assign the general terms and conditions of this Agreement at its sole discretion.
The provisions of this Agreement shall enure to the benefit of and be binding upon the Parties their respective successors and permitted assigns.
Except as otherwise provided in a separate written agreement between the parties, all costs and expenses incurred in connection with this Agreement and access to and use of the Website shall be paid by the party incurring such cost or expense.
This Agreement includes and incorporates by reference all notices, policies, disclaimers and other general terms and conditions contained on the Website, including P&WC's Website Privacy Statement, the Client Administrator Agreement , P&WC's Standard Conditions of Sale for Parts and Technical Publications, and/or as specified in the Website content, such as the general terms and conditions found on the transactional pages of the Website relating to transactions or activities with respect to the supply of goods or Services (collectively, the "Additional Terms"). In the event of a conflict between a provision of this Agreement and a corresponding provision of another agreement in force between the Parties applicable to the supply by P&WC of goods or services through the Website, including but not limited to P&WC's Standard Conditions of Sale(for Goods or for Technical Publications), P&WC’s Technical Data Agreement, Other Agreements and Additional terms and conditions found on the transactional pages of the Website, such provision of such other agreement shall prevail.
All provisions of this Agreement that consist of or relate to notices, ownership of intellectual or other property, confidentiality obligations, representations, warranties, limitations of liability, disclaimers, indemnification, governing law, venue or jurisdiction, or any prohibitions or restrictions respecting any access to, use of, or other activities concerning the Website, the Services or any Website content, shall survive the revocation, expiration or termination, in whole or in part, of this Agreement, or any license hereunder or thereunder, however and whenever occurring.
The Parties agree that this Agreement and all documents related hereto shall be drafted in the English language only and that all information provided by or through the MyP&WC Power Portal shall be in English only. Les parties aux présentes conviennent que cette convention ainsi que tous les documents s'y rattachant soient rédigés en langue anglaise seulement, et que toute information fournie par l'entremise du "MyP&WC Power Portal" soit en langue anglaise seulement. When a French version of this Agreement exists, it is provided for convenience only; in case of discrepancy or conflict between the terms of the French version and the terms of the English version of this Agreement, the terms of the English version shall prevail.