SYSTEM LOG ON ID AGREEMENT
READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE NAVISTAR SYSTEMS. BY CLICKING ON THE “CONTINUE” BUTTON, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, EXIT BY CLICKING ON THE “CANCEL” BUTTON.
This Agreement is between Navistar, Inc., a corporation of the State of Delaware, U.S.A., having its principal place of business at 2701 Navistar Drive, Lisle, Illinois 60532 (hereinafter"Navistar"), and You, an individual having a valid log on ID to access Navistar’s various systems (the “Navistar Systems”).
WHEREAS, NAVISTARhas established a method on its web sites to provide certain information to You and make available certain electronic services to You (hereinafter “Services”)in accordance with the terms and conditions of this Agreement.
WHEREAS, You desire to obtain access to the Navistar Systems to obtain such Services;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. Scope of Agreement: Navistar has established the Navistar Systems in order to provide certain Services to You. You acknowledge and agree that circumstances may, from time to time, limit the availability of the Navistar Systems and Services to You and, accordingly, such access shall be subject to the availability of resources determined by Navistar, in its sole discretion, based upon its business priorities and needs.
2. Use of the Navistar Systems and Services: The Navistar Systems have been designed to allow You access to certain Services by using the approved ID and password assigned to You by Navistar. You shall be solely responsible for your ID and password. You shall not disclose, permit use by, transfer or otherwise make available to a third party your ID and password. You agree that You shall not permit others to use your ID or password, or disclose to third parties any information regarding the Navistar Systems or the Services. You shall not access the Navistar Systems using another person’s ID and password. You further agree to use the Services solely for your internal business purposes. You shall not attempt to access or use files, data or information of other users of the Navistar Systems. If You obtain access to accounts, files, data or information of other users of the Navistar Systems, You shall treat such information as confidential and proprietary and shall not use or further disclose such data or information of other users. You further agree to immediately report such access to Navistar’s General Counsel at the above address. You agree to exercise due diligence in maintaining safeguards to protect the Navistar Systems and all security passwords relating thereto.
3. Compliance with Navistar Policy: You shall comply with all rules, instructions and restrictions governing use of the Navistar Systems and Services as provided by Navistar and posted on the Website, which shall be subject to change from time to time as determined by Navistar by posting the revised rules, instructions and restrictions on the Website. Your continued use of the Navistar Systems and Services shall constitute your acceptance of any such changes to or revisions of the rules, instructions and restrictions governing Navistar Systems and Services use.
4. Confidentiality. You agree to treat the Navistar Systems, Services, files, data or other computer or electronic information, whether belonging to Navistar or Navistar’s agents or to other users of the Navistar Systems, as confidential and proprietary and shall not use or disclose it to third parties whether or not such information is labeled to indicate that it is confidential or proprietary information.
5. Use: You shall not place any text, data, graphics, images, messages, communication(s), files or other material or information on the Navistar Systems which is unrelated to the purpose of the Navistar Systems or Services, related to any illegal activity,scandalous, defamatory, obscene, immoral or in violation of another’s rights,including, but not limited to, copyrights, trade secrets, trademarks, patents and privacy, or use the Navistar Systems or Services for any illegal activity.You acknowledge and agree that, except as may be provided for the specific Service you access, use of the Navistar Systems and Services is a privilege, not a right, and agree that Navistar may terminate or suspend this Agreement, your ID or your access to the Navistar Systems without notice at Navistar’s discretion. You acknowledge that unauthorized access or use of any computer network is illegal and may be punishable by fines or imprisonment under Illinois and federal law.
6. Data of Navistar. You acknowledge and agree that all right, title and interest in and to any software, documentation, data, notes, information, reports, memoranda and any other material of Navistar, Navistar’s agents or others, any portion there of and any permitted reproductions or duplications thereof, (hereinafter referred to as “Navistar Data”) provided by Navistar to You on the Navistar Systems,shall be and remain in Navistar or Navistar’s agents or others from whom Navistar has obtained right.
7. DISCLAIMER OF WARRANTY: UNLESS PROVIDED OTHERWISE FOR THE SPECIFIC NAVISTAR SYSTEM YOU ACCESS, YOU ACKNOWLEDGE THAT THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING ACCESS TO THE NAVISTAR SYSTEMS, ARE PROVIDED BY NAVISTAR ON AN “AS IS” BASIS. NAVISTAR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE NAVISTAR SYSTEMS AND ACCESS THERE TO, INCLUDING WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE NAVISTAR SYSTEMS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT. NAVISTAR DOES NOT REPRESENT OR WARRANT THAT ACCESS TO THE NAVISTAR SYSTEMS SHALL BE UNINTERRUPTED, OR THAT THERE SHALL BE NO FAILURES IN TRANSMISSION OF INFORMATION OR OTHER MATERIAL, ERRORS OR OMISSIONS IN INFORMATION, OR LOSS OF INFORMATION OR ANY MATERIAL.
8. LIMITATION OF LIABILITY: YOU SHALL HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACK-UP OF INFORMATION, FILES OR DATA USED IN CONNECTION WITH THE NAVISTAR SYSTEMS. IN NO EVENT WILL NAVISTAR BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE NAVISTAR SYSTEMS INCLUDING, WITHOUT LIMITATION, (I) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES,OR (II) LOSS OF PROFIT, INACCURATE INPUT, INTERRUPTION OF BUSINESS OR WORK DELAYS. IN NO EVENT SHALL NAVISTAR BE LIABLE FOR ANY DAMAGES ARISING OUT OF ORIN CONNECTION WITH ANY CLAIM MADE BASED ON VIOLATION OF COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS WITH REGARD TO ANY INFORMATION, FILE OR DATA DELIVERED BY YOU TO NAVISTAR HEREUNDER, NAVISTAR’S USE OF YOUR INFORMATION,FILE OR DATA FOR THE PURPOSES OF THIS AGREEMENT OR THE USE TO WHICH ANY SUCH INFORMATION, FILE OR DATA IS PUT BY YOU. THIS LIMITATION SHALL APPLY REGARDLESS OF THE NATURE OF THE ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE.YOU SHALL PROTECT, INDEMNIFY, HOLD HARMLESS AND DEFEND NAVISTAR OF AND FROM ANY LOSS, DAMAGE OR EXPENSE, INCLUDING ATTORNEY’S FEES, ARISING FROM ANY CLAIM ASSERTED AGAINST NAVISTAR THAT IS IN ANY WAY ASSOCIATED WITH THE MATTERS SET FORTH IN THIS PARAGRAPH.
9. TERM AND TERMINATION: This Agreement shall remain in force until terminated as set forth herein. Navistar may, at its option at any time, immediately terminate this Agreement without notice to You.
10. SURVIVAL: The obligations of the parties under Sections 2, 3, 4, 6, 7, and 8 shall survive the termination or expiration of this Agreement.
11. ASSIGNMENT: This Agreement and the rights and obligations stated hereunder may not be assigned or otherwise transferred by You.
13. GOVERNING LAW: The validity,construction and interpretation of this Agreement and the rights and duties of the parties hereunder shall be governed by, subject to and construed in accordance with the internal laws of the State of Illinois, without reference to its rules governing conflicts of law.
14. ENTIRE AGREEMENT: This Agreement and all rules, instructions and restrictions as posted on the Website from time to time, constitute the entire agreement between the parties with respect to the matters set forth herein and supersede all proposals, all previous negotiations and understandings and all prior oral or written, express or implied communications between the parties with respect to the subject matter hereof. No amendment or modification to this Agreement shall be effective or binding on either party unless such amendment or modification shall be reduced to writing and signed by authorized representatives of both parties.