CANON U.S.A., INC. - LATIN AMERICA GROUP DEALER EXTRANET TERMS OF USE
BY ACCESSING THIS CANON U.S.A., INC. - LATIN AMERICA GROUP ("CLAG") DEALER EXTRANET ("EXTRANET"), YOU AND YOUR ORGANIZATION ("YOU" or "YOUR") AGREE TO THESE TERMS OF USE ("TERMS OF USE"), AS AMENDED FROM TIME TO TIME. EACH TIME YOU ACCESS THE EXTRANET, YOU RECONFIRM YOUR AGREEMENT. IF, AT ANY TIME, THESE TERMS OF USE BECOME UNACCEPTABLE TO YOU, YOU MUST CEASE USE OF THE EXTRANET AND PROMPTLY NOTIFY CLAG THAT THESE TERMS OF USE ARE NO LONGER ACCEPTABLE.
1. THE EXTRANET.
A. CLAG maintains this Extranet. CLAG makes no guarantees as to the continuous availability of the Extranet or any specific feature of the Extranet. The Extranet is provided free of charge as a courtesy to our customers, clients, agents, employees and other authorized parties. CLAG may, without advance notice or liability, add, discontinue, or revise any aspect of the Extranet, including without limitation, availability of all or portions of the Extranet, and/or software or hardware required for You to access and use the Extranet. Information found on the Extranet may not be up-to-date and is subject to change.
B. You may use the Extranet only for the purposes specifically authorized by CLAG, which may or may not include obtaining information about CLAG and its products, pricing and ordering products, downloading marketing collateral, accessing Your order inquiry status and/or obtaining notices and communications intended for You from CLAG. You may not modify or otherwise adulterate the Extranet, and may enter data only where specified for such purpose. All information on the Extranet is confidential to CLAG, and You agree to maintain such confidentiality.
2. ACCESS TO THE EXTRANET: ACCOUNTS, ID AND PASSWORD.
A. CLAG will provide you with an account on the Extranet, an account ID and a password. Your system administrator is responsible for maintaining the confidentiality of the password and account and You are fully responsible for all activities resulting from their use, including unauthorized use. CLAG cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
B. You may change Your password by accessing the Extranet with Your existing password and following the instructions to change the Password found on the "Change Password" Section of the home page.
3. USE OF THE EXTRANET.
A. You agree that these Terms of Use in no way modify the terms and conditions of any existing agreement governing Your relationship with CLAG (collectively, the "CLAG Agreement") and other guidelines governing Your business with CLAG. Therefore, all material terms and conditions of the CLAG Agreement and other guidelines governing Your business with CLAG, including but not limited to, submission of purchase orders, ordering policies, pricing, credit, use of trademarks and confidentiality, remain in full force and effect without modification. Any additional or different terms or conditions introduced by You are hereby deemed to be material alterations, and notice of objection to them and rejection of them is hereby given.
B. CLAG may accept orders placed through the Extranet by electronic mail confirmations, in addition to any manner set forth in the CLAG Agreement, guidelines governing Your business with CLAG or as otherwise specified by CLAG. Any accepted orders placed using the Extranet will be shipped and billed to the addresses listed in Your CLAG Agreement on file with CLAG. Items purchased through the Extranet may be made with Your existing CLAG credit line. Please refer to ordering screens for further information and policies concerning placing orders though the Extranet.
C. You agree to not permit any unauthorized use of the Extranet. You agree to exercise reasonable security measures in Your use of the Extranet. You are responsible for maintaining the confidentiality and security of all ID's and passwords issued to You and controlling access to the Extranet. You, through Your authorized administrator, and not CLAG, are responsible for modifying passwords and for requesting elimination of passwords. Any changes in users of the Extranet from Your company are to be immediately sent via electronic mail, or other method as directed by CLAG, by Your authorized administrator. CLAG may cancel, alter or replace any authorized user, ID or Password in its sole discretion at any time.
D. You are responsible for providing and maintaining all equipment and software necessary to access the Extranet, including a secure email account. Equipment and software requirements for the Extranet may change without notice.
E. You agree to run anti-virus software before transmitting data to or through the Extranet. You may use any commercially available, industry recognized anti-virus software of the type that detects and disinfects viruses automatically without the need for You to execute virus scanning for each file manually. You must update Your anti-virus software on a regular basis and in no event less often than once each quarter.
F. You will not, nor will you permit others to, use the Extranet in any way that violates any law or regulation, subjects CLAG to liability, or controverts any of these Terms of Use or of any use policy that CLAG may publish from time to time.
G. You agree and warrant that all information obtained through use of the Extranet (collectively, the "Confidential Information") will be kept in strictest confidence and will not be disclosed, nor copies of any written materials relating to the Confidential Information provided, to any other person, firm or entity, except to the extent that disclosure may be required by law. If the disclosure of Confidential Information is required by law, You agree to give CLAG reasonable notice prior to disclosure so that CLAG has an opportunity to obtain a protective order. You further agree that You will not use the Confidential Information for Your own benefit or for the benefit of any other firm or business with which it may be associated. The term Confidential Information does not include any information that (i) was lawfully in Your possession prior to any disclosure by CLAG or (ii) is or becomes generally available to the public other than as a result of disclosure in violation of these Terms of Use.
H. You agree that You will not interrupt the operation of the Extranet in any manner whatsoever, including by imposing an unreasonable load on the Extranet; deleting or revising any material or other information of any other user, CLAG, or any third party; harvesting or otherwise collecting information about others, including e-mail addresses, without their consent; defeating security mechanisms, including by allowing another person to access the Extranet credentials issued to you, or by falsifying, deleting, or concealing Internet Protocol header, email sender, or other identifying information; or deciphering, decompiling, disassembling, or reverse-engineering any of the software comprising or in any way making up a part of the Extranet.
4. MARKETING MATERIALS.
A. You may have access and download certain marketing collateral located on, or through, the Extranet. CLAG hereby grants You a non-exclusive, royalty-free, revocable license for the term of Your CLAG Agreement, or as otherwise set forth on the applicable download page, to copy and publish the marketing and promotional materials available on the Extranet for download ("Marketing Materials") in print and electronic catalogs and advertisements, provided that (i) You may not alter the Marketing Materials including without limitation changing the colors or modifying the relative proportions of the Marketing Materials, (ii) You must include any credits or copyright notices that accompany the Marketing Materials, and (iii) You may only use the Marketing Materials to promote the specific CLAG products identified therein and not to promote You generally or the products of any other vendor.
B. Any use of the Marketing Materials is further subject to the terms and conditions of the applicable download page, Your CLAG Agreement, the guidelines governing business with CLAG or as otherwise specified by CLAG.
5. OUR INTELLECTUAL PROPERTY RIGHTS.
A. All materials on the Extranet, including but not limited to images, software, audio, text and video clips (the "Content"), are protected by copyright under U.S. copyright law, international conventions and other copyright laws. All Content is owned or licensed by CLAG or by its third-party licensors. You cannot use the Content, except as specified herein. Any unauthorized use of the Content may violate, without limitation, copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not change the Content in any way or reproduce, publicly display, distribute or otherwise use the Content for any public or commercial purpose. Any reproduction of the Content on any other web site or networked computer environment for any purpose is prohibited.
B. CLAG trademarks, logos, and service marks and those trademarks, logos, and service marks licensed to CLAG by Canon Inc. (collectively, the "Trademarks") displayed on the Extranet, including but not limited to the CLAG logo, are registered and unregistered marks of CLAG or Canon Inc. All other trademarks, trade names, product names, service marks and all other non-CLAG marks are the property of their respective owners. Nothing contained on the Extranet should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Extranet without the written permission of CLAG or such third party that may own other trademarks displayed on the Extranet. The absence of a product or service name or logo anywhere in the text of the Extranet does not constitute a waiver of any trademark or other intellectual property rights concerning that name or logo. Except as otherwise set forth below, nothing contained on the Extranet should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Extranet without the written permission of CLAG or such third party that may own other trademarks displayed on the Extranet.
6. ELECTRONIC COMMUNICATIONS AND NOTICES.
A. Once a password is issued to You, any notice or communication, whether required or not, to be given to You by CLAG under these Terms of Use, under the CLAG Agreement or otherwise, may be given by posting such notice or communication on the Extranet. All notices or other communications posted on the Extranet shall be deemed effective on the first business day following the date of posting. CLAG may provide notices or communications via electronic mail, mail or facsimile, in addition to or in place of posting on the Extranet. You consent to receive communications from us electronically.
B. Maintaining a valid and secure electronic mail address is mandatory for each user. Notices or communications by electronic mail will be sent to You at the locations listed in the user profile submitted by Your administrator. Changes are not effective until accepted and confirmed by CLAG. Access rights are assigned by Your administrator and may not be modified by individual users. Any changes to user profiles must be submitted through Your administrator.
7. LINKS TO OTHER SITES.
A. As a courtesy, this Extranet may contain links to other CLAG websites and extranets to which You may have access ("CLAG Sites"). The CLAG Sites maintain their own unique terms and conditions and the Terms of Use for this Extranet in no way modify, alter or supersede the terms and conditions of the CLAG Sites and you will be bound by such terms and condition if you access the CLAG Sites.
B. The Extranet may contain links to other Internet sites on the World Wide Web, which may not be maintained or controlled by CLAG. CLAG provides such links for your convenience only, and is not responsible for the content of any site linked to or from this Extranet. Links from this Extranet to any other site do not mean that CLAG approves, or endorses or recommends that site. CLAG disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other site. Viewing of all other sites is at Your own risk.
8. E-COMMERCE.
These Terms of Use govern your access to and use of the Extranet. You acknowledge and agree that your rights and responsibilities regarding purchases made through the Extranet will be governed the terms and conditions provided by your CLAG Agreement. In the event there is a conflict between these Terms of Use and the terms provided in your CLAG Agreement, the CLAG Agreement shall prevail.
Pricing: We cannot confirm the price or availability of an item until you order. We try to be as accurate as possible. However, despite our best efforts, a small number of the items available for sale or lease may not be available, the offer may have been misstated or expired, or an item may be mispriced. Please be sure to verify the price for your purchase before submitting payment.
Availability of Products and Services: Not all product lines are available to all customers or in all countries or localities. The reference to such products on the Extranet does not imply or warrant that these products or services will be available at any time in your particular location, or at the price or terms displayed on the Extranet. We do not warrant that product descriptions or other Extranet content is accurate, complete, reliable, current, or error-free.
INFORMATION REGARDING CLAG PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE AND SPECIFICATIONS IS SUBJECT TO CHANGE WITHOUT NOTICE. SUCH INFORMATION DOES NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY CLAG WITH RESPECT TO ANY PRODUCT OR SERVICE AND CLAG HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY. MERCHANTABILITY, SUITABILITY FOR ANY PARTICULAR PURPOSE OR COMPLETENESS THEREOF.
9. NO WARRANTIES BY CLAG.
A. YOU ASSUME FULL RESPONSIBLITY AND RISK FOR USE OF THE EXTRANET. THE EXTRANET IS PROVIDED WITH ALL FAULTS ON AN "AS IS" AND "AS AVAILABLE" BASIS. CLAG DOES NOT WARRANT THAT THE EXTRANET WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE VIA THE EXTRANET IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO YOUR OPERATIONS WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS, OR MALFUNCTIONS OF THE EXTRANET AND ASSUME THE RISK OF SUCH OCCURRENCES. OTHER THAN AS EXPRESSLY SET FORTH IN THE DEALER AGREEMENT OR WITH SPECIFIC PRODUCT WARRANTIES, CLAG MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS REGARDING THE EXTRANET OR ANY SERVICES OFFERED ON THE EXTRANET. CLAG SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF ACCURACY OF FACTUAL INFORMATION ON THE EXTRANET, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO SATISFACTORY PERFORMANCE, QUALITY, ACCURACY AND EFFORT IS WITH YOU.
B. UNDER NO CIRCUMSTANCES WILL CLAG, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM ANY: USE OF YOUR ID AND PASSWORDS, THE SERVICE OR YOUR INABILITY TO USE THE EXTRANET; ACCESS OF THE INTERNET OR ANY PART THEREOF; OR, YOUR RELIANCE ON OR USE OF INFORMATION OR SERVICES PROVIDED ON OR THROUGH THE EXTRANET OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE.
C. INFORMATION ON THE EXTRANET REGARDING CLAG PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE AND SPECIFICATION IS SUBJECT TO CHANGE WITHOUT NOTICE. SUCH INFORMATION SHALL NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY CLAG WITH RESPECT TO ANY PRODUCT OR SERVICE AND CLAG HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, SUITABILITY FOR ANY PURPOSE, OR COMPLETENESS THEREOF.
10. INDEMNITY.
You agree to defend, indemnify and hold CLAG, its parent, subsidiaries, affiliates, and their officers, directors, agents and employees, harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to or arising from: any violation of the terms of use of this Extranet by those who access the Extranet using Your user ID'(s) and password(s); AND, the use of the Extranet and the placement or transmission of any message, information, software or other materials on the Internet by You or those who have access to the Extranet through use of Your user ID'(s) and password(s).
11. TERMINATION.
A. CLAG may terminate access to the Extranet at any time without cause; or upon Your request.
B. The provisions of these terms of use which by their nature extend beyond termination will survive termination.
12. MISCELLANEOUS PROVISIONS.
A. These Terms of Use and Your access and use of the Extranet, will be governed by and construed in accordance with the laws of the State of New York, irrespective of its choice of law principles, and the parties agree that it is executed and delivered in that state. In the event any legal action becomes necessary to enforce or interpret the terms of use of this Extranet, You submit to the personal jurisdiction of the federal and state courts having jurisdiction for the State of New York.
B. Failure to require the performance of any term or condition of this Extranet or the waiver of any breach, will not prevent subsequent enforcement of such term nor be deemed a waiver of any subsequent breach of that or any other terms of use of this Extranet.
C. You shall not have the right or power to assign Your passwords or any of Your rights or obligations set forth herein, without CLAG's prior written consent. Any such assignment without CLAG's prior written consent will be null and void.
D. The terms of use of this Extranet will be binding upon the parties, their affiliates, agents, successors and assigns.
E. CLAG reserves the right to alter, amend or modify the terms of use of this Extranet at any time upon notice to You.
F. Section headings are inserted for convenience only and are not a part of this Agreement.
G. If any provision of these Terms of Use or the application of any provision is held invalid, the remainder of these Terms of Use and the application of the provision other than to the extent it is held invalid, will not be invalidated or affected.
H. These Term of Use are the complete and exclusive statement of agreement between You and CLAG concerning the subject matter hereof and supersedes all prior agreements, verbal or written and any other communications between the parties relating to the subject matter hereof. No amendment to this agreement will be effective unless signed by an authorized representative of CLAG.