PRATT & WHITNEY CANADA CORP.

WEBSITE SERVICES AGREEMENT

This 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.

  1. Use of the Services
    1. Subject to the terms and conditions below and all applicable laws and regulations, P&WC grants you a non-exclusive, non-transferable, personal, limited license to access, use and display this Website. This license is not a transfer of title to the Website. You must retain all copyright and other proprietary notices on all copies of the Website. In addition, you may not modify the Website in any way or reproduce, publicly display, perform, distribute, create derivative works of, or otherwise use the Website for any public or commercial purpose, except as this Agreement specifically permits. You may not use the Website to design, manufacture, or repair parts, or to obtain any government approval to do so.
    2. User represents and warrants that:
      1. Where the User is a business, the User employee accessing 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 terms and conditions set forth herein;
      2. 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; and
      3. If User downloads any publications or 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.
      4. 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, national, international and foreign laws or regulations governing your use of the Services; (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.
    3. User shall not use the Services to access or make use of any P&WC software.
    4. User shall be responsible for any costs and expenses associated with its use of the Services.
    5. USER, IF A CUSTOMER OR A SUPPLIER, 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 THE WEBSITE ONLY.
    6. You have the option to submit information and materials related to your use of the Website to P&WC by e-mail, through the Website, or by other means to provide feedback, ask questions, or for other purposes ("Submitted Information"). You expressly grant, or warrant that the owner of the Submitted Information has expressly granted, to P&WC a world-wide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and prepare derivative works of the Submitted Information, in whole or in part and without any obligation of attribution, in any form, media or technology now known or later developed, subject to P&WC's Website Privacy Statement. In addition, you irrevocably waive, or warrant that the owner of the Submitted Information has irrevocably waived, all "moral rights", all rights under the Visual Artists Rights Act, all rights of privacy and publicity, and the like, in the Submitted Information.
  2. Password Protected Information
  3. 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.

  4. Contractual Enforceability
    1. Any document transmitted through the Website shall be deemed to be a document, as that term is defined under applicable law. Any such document to which there is affixed a signature ("Signed Documents") shall be deemed to have been signed for all purposes, including the purpose of any statute or rule of law that requires a contract 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.
    2. 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.
  5. Purchase Orders issued by P&WC to a Supplier
  6. 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.

  7. Changes to this Agreement
  8. 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.

  9. Third Party Sites
  10. 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.

  11. No Warranty
  12. 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.

  13. Limitation of Liability
    1. Under no circumstances shall P&WC be held responsible or liable for damage or loss arising from unauthorized access or access of the data stored or communicated through the Website by third parties through illegal or illicit means, including, but not limited to, situations where such data is accessed through the exploitation of security gaps, weaknesses, or flaws (whether known or unknown to P&WC at the time) that may exist in the Website.
    2. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGE OR LOSS INCURRED IN CONNECTION WITH THE WEBSITE OR USE OF THE SERVICES, RESULTING FROM ANY CLAIM OR CAUSE OF ACTION BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
  14. Indemnity
  15. 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.

  16. Term and Termination
  17. 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.

  18. Export Controlled Technical Data
  19. 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.

  20. Miscellaneous
    1. This Agreement shall be governed by and construed in accordance with the laws of Quebec, Canada, without regard to its conflicts of laws principles. With regard to this Agreement and the subject matter herein, the Parties hereby agree to sole jurisdiction and venue in any court sitting in the Province of Quebec, Canada.
    2. User shall not assign this Agreement without the prior written consent of P&WC. An assignment in violation of the foregoing shall be void and of no force or effect. This Agreement shall be binding upon the Parties and their respective successors and permitted assigns.
    3. User acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. User further agrees that this Agreement, including any documents referenced herein, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions of the Parties, whether oral or written.
    4. The Parties have agreed that this Agreement and all documents related hereto shall be written and construed in the English language. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.
  21. Copyright and Trademark
  22. 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.