PRATT & WHITNEY CANADA CORP.WEBSITE SERVICES AGREEMENTThis Website Services Agreement (the "Agreement") governs the use of the services available through the eBusiness Solutions portal on the Pratt & Whitney Canada Corp. ("P&WC") website (the "Website") and through the P&WC Extranet Applications (collectively, the "Services"). This Agreement does not govern the purchase and sale of items from P&WC. All such purchases and sales are governed by the terms of P&WC's Standard Conditions of Sale and any other agreements entered into between the parties with respect to such items. Any Purchase Orders submitted to P&WC through the Website shall be subject to P&WC's prior approval and acceptance thereof. Any Purchase Orders submitted by P&WC through the Website as more fully described in Article 4 of this Agreement, shall be binding on a Supplier upon its acceptance of same. P&WC makes the Services available to customers, suppliers, employees, and shareholders (collectively the "Users"), and for purposes of this Agreement, the term "User" may be used to refer to either a Customer or a Supplier, or any other user of the Services, as the case may be. Collectively, P&WC and User are referred to herein as the "Parties." BY CLICKING THE "I ACCEPT" BUTTON BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT AGREE TO BE BOUND BY ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.
Portions of the Website require a password to access and may require you to agree to additional terms and conditions. To apply for a password, follow the instructions on the password-protected pages or contact your P&WC representative. User alone is responsible for keeping that password confidential, and for any and all activity that occurs on this Website under such password. User agrees to immediately notify P&WC of any unauthorized use of such password or any other breach of security. The transmission of a Purchase Order through the P&WC 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, Supplier'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. P&WC may change the terms and conditions of this Agreement at any time, effective upon posting them on the Website. Notice of changes to the terms and conditions of this Agreement will be posted on the Website, and you will be required to accept those changes in order to continue to access the Services on the Website following the effective date of the changes. P&WC may provide on its Website, as a convenience to Users, links to websites operated by other entities ("Linked Sites"). P&WC MAKES NO WARRANTY OR REPRESENTATION REGARDING THE INFORMATION AND CONTENT APPEARING ON ANY LINKED SITES OR ANY PRODUCTS OR SERVICES DESCRIBED THEREON. Furthermore, links do not imply that P&WC sponsors or endorses, or is affiliated or associated with, any Linked Sites. EXCEPT AS OTHERWISE INDICATED, THE P&WC WEBSITE, THE SERVICES AND THE INFORMATION CONTAINED THEREIN IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY THIS AGREEMENT, P&WC MAKES NO WARRANTY WITH RESPECT TO ANY PURCHASE OR SALE VIA PURCHASE ORDERS SUBMITTED TO P&WC THROUGH ITS WEBSITE. THE WARRANTY, IF ANY, FOR SUCH PURCHASES AND SALES SHALL BE SPECIFIED IN P&WC'S STANDARD CONDITIONS OF SALE AND/OR INCLUDED WITH THE PURCHASED PRODUCTS AND ANY OTHER AGREEMENTS ENTERED INTO BETWEEN THE PARTIES WITH RESPECT TO SUCH ITEMS. FURTHERMORE, P&WC MAKES NO WARRANTY WITH RESPECT TO CONTENT, INFORMATION, SERVICES, OR PRODUCTS PROVIDED THROUGH OR IN CONJUNCTION WITH ITS WEBSITE. P&WC MAKES NO WARRANTY AS TO THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF ANY INFORMATION OBTAINED THROUGH USE OF ITS WEBSITE OR SERVICES AND SHALL NOT BE LEGALLY RESPONSIBLE FOR: (A) ANY ERRORS OR OMISSIONS ARISING FROM THE USE OF ANY SUCH INFORMATION; (B) ANY FAILURES, DELAYS, OR INTERRUPTIONS IN THE DELIVERY OF ANY INFORMATION RELATED TO THE WEBSITE; OR (C) LOSSES OR DAMAGES ARISING FROM (i) THE USE OF THE INFORMATION OBTAINED THROUGH THE WEBSITE, OR (ii) INABILITY TO ACCESS THE WEBSITE OR SERVICES. ANY INFORMATION ON THE WEBSITE WHICH MAY BE ACCURATE AT THE TIME OF POSTING MAY BE SUPERSEDED BY SUBSEQUENT DISCLOSURES OR BECOME INACCURATE OVER TIME. Any information made available on the Website to shareholders or potential investors is not a substitute for independent professional advice before making any investment decisions. Subject to the limitations set forth in the foregoing Sections 7 and 8, each Party agrees to indemnify, hold harmless, and defend the other and its respective officers, directors, shareholders, employees, and agents from and against any claims, demands, losses, and expenses, including penalties, interest, and attorney fees incurred by such Party or its officers, directors, shareholders, employees, or agents in connection with a breach of this Agreement by the indemnifying Party. The term of this Agreement shall commence upon User's acceptance as indicated by clicking "I ACCEPT" and shall remain in full force and effect until termination by either Party upon thirty (30) days prior written notice. Notwithstanding anything to the contrary herein, P&WC may terminate this Agreement if User is in breach of any Article of this Agreement, including, but not limited to, improper use of the Website or any of the Services by User or User's Representatives, immediately upon delivery of written notice to User of such termination. If User elects to terminate this Agreement as described above, User may not use the Website or any of the Services and shall not submit Purchase Orders to P&WC or otherwise access the Website or Services or any information therein. Upon termination by User, all obligations of P&WC under this Agreement shall terminate. Notwithstanding the foregoing, upon termination of this Agreement, Articles 7 (No Warranty), 8 (Limitation of Liability) and 9 (Indemnity) shall continue in full force and effect. Users agree to comply with all applicable export laws, regulations and directives, including U.S. laws, regulations and directives, governing or controlling the transfer, export, retransfer or re-export of any technical data including taking all necessary actions to obtain in a timely manner and diligently pursue any governmental export authorization that may be required to transfer, export, import, retransfer or re-export the technical data. P&WC may request that you provide, without delay, information in support of any authorization related to the technical data in support of P&WC's compliance activities. P&WC may require you to certify periodically that you are complying with applicable export regulations. The Website and information and material presented on it, the design, text, graphics, and the selection and arrangement of the design, text and graphics, as well as all trade-marks, service marks, trade names and other information are the property of P&WC and/or its third party licensors and is protected by international copyright and trade-mark laws. Copyright © 1999, 2001, 2008 Pratt & Whitney Canada Corp. All rights reserved. |
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