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Services Agreement
Mitsubishi Power Aero makes available to certain employees of owners of equipment manufactured or provided by Mitsubishi Power Aero (“Owners”) access to websites that include information relating to the operation and maintenance of the equipment. Such employees that are holders of valid access credentials shall be referred to herein as a “User” or “Users”. Owner shall be responsible for the acts and omissions of employee Users, who shall each be bound by the obligations and restrictions set forth herein. The website and information, material, and applications presented on it (collectively the “Website”) are Mitsubishi Power Aero’s property. Use, duplication, and disclosure of the Website is subject to the terms and conditions of this Agreement. Use of the Website shall be deemed to be acceptance of this Agreement.
1. Website Operations
1.1 Mitsubishi Power Aero will make certain password-protected information, material, and applications on its website available to User under the terms of this Agreement. Mitsubishi Power Aero shall have sole discretion to determine the specific information, material, and applications made available to User. The Website is Mitsubishi Power Aero’s property or the property of Mitsubishi Power Aero's licensors. Use, duplication, and disclosure of the Website is subject to the terms of this Agreement.
1.2 User’s participation in on-line communication on Mitsubishi Power Aero’s Website occurs in real time and is not edited, censored, or otherwise controlled by Mitsubishi Power Aero. Mitsubishi Power Aero cannot and does not screen materials provided by Users of Mitsubishi Power Aero’s site. Mitsubishi Power Aero reserves the right to monitor materials on Mitsubishi Power Aero’s site and to remove materials that Mitsubishi Power Aero, in its sole discretion, determines to be in violation of this Agreement, applicable laws and regulations or Mitsubishi Power Aero’s policies and procedures. User agrees not to:
1.2.1 post or transmit any message on or through Mitsubishi Power Aero’s Website that is libelous, defamatory or which discloses personal or private matters concerning any person without their express consent. User may not post 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;
1.2.2 post or transmit any message on or through Mitsubishi Power Aero’s Website that would violate the property rights of others, including unauthorized copyrighted text, images, programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion;
1.2.3 interfere with the use by others of Mitsubishi Power Aero’s Website;
1.2.4 post or transmit to the Website any virus, worm, or any other contaminating or destructive program (“Harmful Agent”). If Owner can demonstrate to Mitsubishi Power Aero’s satisfaction that it (and its Users) has taken all prudent steps to prevent the posting or transmission to the Website of any Harmful Agent, Owner shall not be liable for the inadvertent posting or transmission to the Website of a Harmful Agent; or
1.2.5 disrupt or interfere with the security of, or otherwise abuse, Mitsubishi Power Aero’s Website, or any services, system resources, accounts, servers or networks connected to or accessible through Mitsubishi Power Aero’s Website or affiliated linked Internet sites.
2. Limited License
2.1 Subject to the terms of this Agreement and all applicable laws and regulations, Mitsubishi Power Aero grants User a non-exclusive, non-transferable, personal, limited license to access, use, and display the Website. This license is not a transfer of title to the Website. User must retain all copyright and other proprietary notices on all copies of the Website, including any documents generated therefrom. In addition, User 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.
2.2 Other agreements between User and Mitsubishi Power Aero may establish the legal framework under which User is authorized to use the information, material, and applications Mitsubishi Power Aero provides (“Other Agreements”). Examples of Other Agreements include general terms agreements, service agreements, maintenance agreements, non-disclosure agreements, or application-specific website supplemental agreements. Different portions of Mitsubishi Power Aero’s Website may be subject to various Other Agreements and thus different terms.
2.3 Except as expressly provided in this Agreement or Other Agreements, Mitsubishi Power Aero does not grant any express or implied right to User under any patents, trademarks, copyrights, trade secret information, or other intellectual property rights ("Intellectual Property"). Ownership of Intellectual Property rights to information, material, and applications Mitsubishi Power Aero makes available on the Website or created as a result of interactions between User and Mitsubishi Power Aero using Mitsubishi Power Aero’s Website will likewise be governed by the terms of Other Agreements. If such Other Agreements do not address ownership of Intellectual Property rights to such information and applications in a particular circumstance, ownership of such Intellectual Property rights shall reside with Mitsubishi Power Aero.
3. Confidentiality
Mitsubishi Power Aero represents that the Website (and all trade secrets and copyrights pertaining thereto) is proprietary and confidential to Mitsubishi Power Aero and is a valuable commercial asset of Mitsubishi Power Aero. User agrees to keep the Website in confidence and shall not, without prior written consent of Mitsubishi Power Aero publish, disclose, or otherwise make available the Website, in whole or in part, including but not limited to pricing quotes and documents generated therefrom, to any third parties.
User hereby acknowledges that the loss likely to be sustained by Mitsubishi Power Aero in the event of a breach of the terms or provisions of this Section 3 by User would be severe and difficult to calculate in monetary terms. As a result, Owner hereby consents to the entry of an immediate ex-parte injunction, temporary restraining order, and/or permanent injunction to enforce the provisions of this Section 3, in addition to any other remedies available at law or in equity. Owner hereby waives in any legal proceeding the defense that Mitsubishi Power Aero has adequate remedies available at law. Mitsubishi Power Aero’s rights and remedies hereunder shall be cumulative, not exclusive, and no failure or delay by Mitsubishi Power Aero in exercising any or all of its rights or remedies shall be deemed to be a waiver of such rights or remedies on any future occasion.
4. Changes
Mitsubishi Power Aero may change any aspect of the Website or this Agreement at any time without notice. Mitsubishi Power Aero also may impose limits on certain Website features and services or restrict access to parts of the Website without notice. Changes to the Website and this Agreement shall be effective immediately upon posting on the Website. Use of the Website after a change shall be deemed to be acceptance of such change. Although Mitsubishi Power Aero will attempt to identify significant changes to the Website and this Agreement, it has no obligation to do so. It is User’s responsibility to determine if there have been any changes to the Website or this Agreement.
5. Hyperlinks
Certain links on the Website may launch Internet sites that Mitsubishi Power Aero does not control ("Linked Internet Sites"). Mitsubishi Power Aero provides connections to Linked Internet Sites solely as a convenience to users, but does not endorse the Linked Internet Sites or any of the content, products, or services contained or offered on the Linked Internet Sites. Mitsubishi Power Aero MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER CONCERNING THE LINKED INTERNET SITES.
6. Conducting Transactions on Mitsubishi Power Aero’s Website
Any transaction for goods, services, or data that the parties enter into, whether separately in writing or through the use of any link on Mitsubishi Power Aero's Website will be governed by the terms and conditions in applicable Other Agreements that govern such transaction. In the event of a conflict between specific terms of this Agreement and specific terms of an Other Agreement, the terms of such Other Agreement shall control to the extent necessary to eliminate such conflict.
7. Information and Material Submitted to Mitsubishi Power Aero
User may have the option to submit information and materials related to use of the Website to Mitsubishi Power Aero by e-mail, through the Website, or by other means to provide feedback, ask questions, or for other purposes ("Submitted Information"). Except as provided in Other Agreements, User expressly grants or warrants that the owner of the Submitted Information expressly grants, to Mitsubishi Power Aero 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 Mitsubishi Power Aero’s Website Privacy Statement. In addition, except as provided in Other Agreements, User irrevocably waives, or warrants 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.
8. Limitation of Liability
Mitsubishi Power Aero uses currently available technology, including encryption and SSL protocols, to protect information sent to or from password-protected portions of the Website. As with all information sent over the Internet, information sent to or received from Mitsubishi Power Aero’s Website is subject to interception, misappropriation, and misuse by third parties. Neither Mitsubishi Power Aero nor any of its subsidiaries, employees, or other representatives shall be liable for any damages or costs, including any consequential, incidental, indirect, special, or punitive damages or costs, arising out of or in connection with User’s use of the Website.
Mitsubishi Power Aero makes reasonable efforts, consistent with its current business practices, to provide current, correct data on the Website. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENTS, Mitsubishi Power Aero PROVIDES THE WEBSITE ON AN "AS IS" BASIS AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, EXECPT AS PROVIDED IN OTHER AGREEMENTS, Mitsubishi Power Aero DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE IS ACCURATE, COMPLETE, OR CURRENT.
9. International Users
Mitsubishi Power Aero maintains and controls this Website from the United States of America. Mitsubishi Power Aero makes no representation that this Website is appropriate or available for use outside the United States. Access to this Website from territories where the Website's contents are illegal is prohibited. If User accesses this Website from outside the United States, User is responsible for complying with all local laws.
10. Export Controlled Technical Data
Certain technical data on this Website may be export controlled by the United States Government. If User has access to export controlled technical data, User agrees to comply with all regulations that prohibit the release of export controlled technical data to non-US nationals without an export license. These regulations include the US Department of Commerce’s Export Administration Regulations (EAR). Mitsubishi Power Aero may require User to certify periodically that User is complying with applicable export regulations.
11. Publications, Documents and Information Available on Mitsubishi Power Aero's Website
11.1 Mitsubishi Power Aero makes certain publications and documents, including technical publications and various maintenance release documents, available on the Website. The publications and documents provided by the Website are the Mitsubishi Power Aero official, controlled versions.
11.2 The Website may provide information relating to the financial, operational, and repair status of the Owner’s equipment.
12. Copyright and Trademark
The Website content, design, text, graphics, and the selection and arrangement of the content, design, text and graphics, are the property of Mitsubishi Power Aero or its licensors. Mitsubishi Power Aero reserves all rights in the Website. Text or images bearing the symbols ™, SM or ® are trademarks or registered trademarks and are used by permission of their respective owners.
13. Termination
Either party may terminate this Agreement without notice at any time for any reason. Upon termination, User shall no longer have any rights to access or use password protected portions of the Website. The obligations contained in Articles 1, 3, 6, 7, 8, 10, 16, and 17 shall survive such termination. Mitsubishi Power Aero may terminate, change, suspend or discontinue any aspect of its site, including the availability of any features of its site, at any time.
14. Security
14.1 Owner agrees to adopt appropriate security measures to limit access to Owner’s employees or permitted representatives identified by the Owner and authorized by Mitsubishi Power Aero.
14.2 Owner’s employees and permitted representatives may access Mitsubishi Power Aero’s Website only with a valid username, password and/or any additional form of security that Mitsubishi Power Aero, at its sole discretion, may require. Owner is solely responsible and liable for the activities of its Users, including, without limitation, terminated or former Users, who have access to and use Mitsubishi Power Aero’s Website. If any User who had access to or use of Mitsubishi Power Aero’s Website is no longer employed or retained by Owner, Owner agrees to take any steps necessary to ensure that such User no longer has access to and use of Mitsubishi Power Aero’s Website. Owner further agrees to notify Mitsubishi Power Aero immediately when any User ceases to be one of Owner’s employees or ceases to be retained by Owner. Owner agrees that all accounts, which allow any Users access to Mitsubishi Power Aero’s site, are for individual, business use only, and are not transferable to anyone else, including another User, without Mitsubishi Power Aero’s express, written consent, which Mitsubishi Power Aero may withhold by its sole discretion.
14.3 Unless otherwise first notified by Owner, Mitsubishi Power Aero is entitled to assume that access to Mitsubishi Power Aero’s site by means of a valid username, password, and/or other identified additional form of security is authorized by Owner for Owner’s own business purposes. Owner shall limit availability of the Website only to those Users who need to have access to the Website to use in accordance with this Agreement and any Other Agreements and is solely responsible for any conduct or transactions made on Mitsubishi Power Aero’s site by use of such username, password and/or other identified additional form of security.
14.4 Owner shall administer access by Owner’s Users to Mitsubishi Power Aero’s Website. Owner agrees to appoint an employee to serve as a user administrator according to the procedure Mitsubishi Power Aero specifies (“User Administrator”). The User Administrator shall have full authority to act on Owner’s behalf in all matters relating to Mitsubishi Power Aero’s Website, including but not limited to requesting or denying Owner’s Users access to Mitsubishi Power Aero’s Website according to procedures Mitsubishi Power Aero specifies.
14.5 Owner may not request access or use of Mitsubishi Power Aero’s Website or any information, material, or application on the Website to any contractor, contract or temporary employee, sub supplier or other third party without Mitsubishi Power Aero’s prior consent provided in writing. Mitsubishi Power Aero may withhold such consent in its sole discretion.
15. Relationship Between the Parties
The parties agree that neither party is an agent or legal representative of the other party. Neither party has the right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, or to bind the other party in any manner.
16. Access and Interference
User agrees that it will not systematically extract, collect or harvest, through electronic means or otherwise, data or data fields from Mitsubishi Power Aero’s site without Mitsubishi Power Aero’s express written permission. User further agrees that it will not use any device, software or routine to interfere or attempt to interfere with the proper working of Mitsubishi Power Aero’s site and will not place a disproportionately large load on Mitsubishi Power Aero’s infrastructure.
17. Miscellaneous Provisions
17.1 All notices, requests and other communications to any party under this Agreement shall be in the English language and shall be deemed validly given if transmitted in writing, by mail, telecopy or personal delivery to the other party at the address and to the contact provided during registration.
17.2 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 Mitsubishi Power Aero’s Website shall be paid by the party incurring such cost or expense.
17.3 Unless stated to the contrary in this Agreement, these provisions are solely for the parties’ mutual benefit and not for the benefit of any third party.
17.4 This Agreement may not be assigned without the prior written consent of the other party, except that a party’s consent shall not be required for an assignment by a party to one of its affiliates, provided the affiliate is not a competitor of the other party.
17.5 Except as stated in Articles 2, 5, 6, and 7, this Agreement constitutes the entire agreement between the parties with respect to Owner’s use of Mitsubishi Power Aero’s Website. This Agreement supersedes and cancels all previous negotiations, agreements, commitments, and writings between the parties with respect to the subject matter. Except as provided in Article 4, this Agreement may not be supplemented or modified in any manner except by a written document with the same or a later date signed by a duly authorized representative of each of the parties or by an application-specific, supplemental registration process.
17.6 If for any reason any provision or portion of any provision of this Agreement is found to be unenforceable, that provision shall be enforced to the maximum extent permissible to implement the intent of the Agreement. The remainder of this Agreement shall continue unchanged in full force and effect.
17.7 The parties agree that this Agreement will be construed, interpreted and applied in accordance with the laws of the State of Connecticut, USA, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods.
17.8 If a dispute arises, the parties agree that the jurisdiction over and venue of any suit arising out of or relating to this Agreement will be exclusively in a federal or state court of competent jurisdiction sitting in the Hartford Judicial District of the State of Connecticut, USA. Either party may at any time, without inconsistency with this Agreement, seek from a court of general jurisdiction located in the Hartford, Connecticut judicial district any equitable, interim or provisional relief only to avoid irreparable injury.
