TOTAL SUPPLIER MODULE TERMS AND CONDITIONS
In order to do business with Siemens Digital Industry Software Inc., or any of its subsidiaries (collectively “Siemens Digital Industry Software Inc.”), a supplier (“Supplier”) must provide certain information about itself via Siemens Digital Industry Software Inc.’s registration portal called Total Supplier Module (“TSM”). TSM is provided and hosted by Jaggaer, for Siemens Digital Industry Software Inc.. By accessing the TSM, Supplier agrees that its use of TSM shall be bound by the terms and
conditions (“Agreement”) set forth below:
1. Definitions:
a. “Authorized User” means the Supplier’s employee, contractor, or other representative, who Supplier authorizes to access and use the TSM with the Siemens Digital Industry Software Inc.-provided user identification and password.
b. “Supplier Data” means the data that the Authorized User generates, uploads, or transmits, on Supplier’s behalf using the TSM.
2. License. Siemens Digital Industry Software Inc. grants Supplier a royalty-free, nontransferable, non-exclusive license for its Authorized User to access and use the TSM for the sole purpose of providing Siemens Digital Industry Software Inc. with certain information about Supplier that Siemens Digital Industry Software Inc. requests.
3. Authorized User. Access and use is granted solely to the Authorized User and shall not be shared with any third parties. The Authorized User account is for a named user and cannot be shared or used by more than one user, except that Supplier may reassign the account to a new Authorized User if the Authorized User no longer works for Supplier, no longer represents Supplier, has changed job status or function, or otherwise no longer requires ongoing use of the TSM. All requests for account reassignment must be sent via email to technicalsupport@sciquest.com, or by calling 800-233-1121 (option
3).
4. License Restrictions. The TSM is provided to Supplier for use only as expressly set forth in this Agreement, and Supplier will not use the TSM in whole or in part for any other use or purpose. In particular, Supplier will not, and will not allow any third party to:
a. decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the TSM by any means, or disclose any of the foregoing;
b. provide, rent, lease, lend, or use the TSM for timesharing, subscription, or service bureau purposes;
c. sublicense, transfer or assign the TSM or any of the rights or licenses granted under this Agreement; or remove or obscure any trademark, product identification, proprietary marking, copyright or other notices provided with TSM or related documentation; or
d. transmit Supplier Data using the TSM that infringes upon or misappropriates the intellectual property or privacy rights of any third party.
5. Supplier Responsibilities. Supplier is responsible and liable for all activity occurring under Authorized User accounts and for each Authorized User’s compliance with all terms and conditions of this Agreement. Supplier shall have sole responsibility and liability for the accuracy, quality, integrity, legality, reliability and appropriateness of all Supplier Data. Supplier shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the TSM and notify Siemens Digital Industry Software Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security.
6. SIEMENS DIGITAL INDUSTRY SOFTWARE INC DISCLAIMER OF
WARRANTIES. SIEMENS DIGITAL INDUSTRY SOFTWARE INC AND ITS LICENSORS PROVIDE THE TSM (INCLUDING ANY DATA, INFORMATION, OR ANY OTHER MATERIALS ACCESSIBLE THROUGH THE TSM) TO SUPPLIER “AS IS” AND “AS AVAILABLE.” SIEMENS DIGITAL INDUSTRY SOFTWARE INC AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SIEMENS DIGITAL INDUSTRY SOFTWARE INC’S COLLECTION OF SUPPLIER DATA AND PROVISION OF TSM DOES NOT CONSTITUTE ANY LEGAL, ACCOUNTING, FINANCIAL OR OTHER ADVICE TO SUPPLIER.
7. Proprietary Rights. Siemens Digital Industry Software Inc and its licensors retain all right, title and interest (including all patent, copyright, trade secret and other intellectual
property rights) in and to the TSM and any and all related and underlying software, databases, technology, reports and documentation, and any adaptation, modification, derivation, addition or extension to the TSM. Except for the license granted above, nothing in this Agreement gives Supplier any right, title or interest in or to the TSM or any related documentation.
8. Supplier Data. Supplier represents and warrants that the Supplier Data is truthful and accurate, and will not violate or in any way infringe upon the rights or third parties, including property, contractual, employment, trade secrets, proprietary information and nondisclosure rights, or any trademark, copyright or patent rights. Supplier owns all right, title and interest in, and to, all Supplier Data. Supplier hereby grants to Siemens Digital Industry Software Inc a worldwide, non-exclusive, fully paid-up license to use, copy, and distribute the Supplier Data for its business purposes. Supplier will defend, indemnify and hold Siemens Digital Industry Software Inc harmless from any and all claims and liabilities arising from, or in any way connected to, Siemens Digital Industry Software Inc’s possession, use (except to the extent due to Siemens Digital Industry
Software Inc’s violation of any applicable law), or both, of any Supplier Data.
9. DISCLAIMER OF LIABILITY. SIEMENS DIGITAL INDUSTRY INC SHALL NOT BE LIABLE TO SUPPLIER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LIABILITY (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT RESULT FROM OR ARE RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the State of Oregon.
11. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be deemed omitted and the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
12. Waiver. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.