P&W Website Terms and Conditions

United Technologies Corporation acting through its Pratt & Whitney division ("P&W") makes this website available to customers, suppliers, employees, shareholders and/or any agents, employees or representatives of the forgoing (“User(s)”). The website, including information, materials, and applications on the website (collectively, the "Website") is the property of P&W. Use, duplication and disclosure of the Website are subject to these Terms and Conditions.  Any person accessing the Website is considered a User and such access shall constitute acceptance of these Terms and Conditions.  The Client Administrator, as defined herein, accepts these Terms and Conditions on behalf of the Client Administrator’s employer or company.

For U.S. Government Employees:

All U.S. Government Employees acknowledge that they are bound by the duties and obligations set forth in U.S. Code Title 18, Part I, Chapter 93, Section 1905 – Disclosure of Confidential Information Generally, available at http://uscode.house.gov/.

All Others:

Limited License

Subject to the Terms and Conditions herein and all applicable laws and regulations, P&W grants User a non-exclusive, non-transferable license to access and use the Website. This license does not transfer ownership of the Website or create any right or interest in the Website. User must include and retain all copyright, and other proprietary, notices on all copies made from the Website. In addition, User may not modify the Website in any way or reproduce, publicly display, distribute, create derivative works of, or otherwise disclose the Website to the public or for any commercial purpose, except as these Terms and Conditions specifically permit.

Intellectual Property/Use of Information

User acknowledges P&W's intellectual property rights in the Website. All P&W information and data contained on the Website shall remain the property of P&W. Nothing in this agreement shall convey, grant, or obligate P&W to convey or to grant User a license under any patents or other rights of P&W.

The Website design, text, graphics, and the selection and arrangement of the design, text and graphics, are the property of United Technologies Corporation. Text or images bearing the symbols ™, SM or ® are trademarks or registered trademarks and are used by permission of respective owners.

Changes

P&W may change any aspect of the Website or these Terms and Conditions at any time without notice. P&W may impose limits on certain Website features and services or restrict User’s access to parts of the Website without notice. Changes to the Website and Terms and Conditions shall be effective immediately upon posting. User access of the Website after a change shall be deemed to be acceptance of such change. Although P&W will attempt to notify Users of significant changes to the Website and Terms and Conditions, it has no obligation to do so. It is the User’s responsibility to determine if there have been any changes to the Website or these Terms and Conditions.

Hyperlinks

Certain links on the Website launch Internet sites that P&W does not control or maintain ("Linked Internet Sites"). P&W provides connections to Linked Internet Sites solely as a convenience to Users, but does not endorse the Linked Internet Sites or the content, products, or services contained or offered on the Linked Internet Sites. P&W MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER CONCERNING THE LINKED INTERNET SITES.

Access and Interference

Except as otherwise permitted by these Terms and Conditions or the Website structure, the User agrees not to systematically extract, collect or harvest, through electronic means or otherwise, data or data fields from the Website without P&W’s express written permission. The User further agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website and will not place a disproportionately large load on the Website’s, or P&W’s, infrastructure.

Password Protected Information

Portions of the Website require a password to access and may require the User to agree to additional terms and conditions. To apply for a password, follow the instructions on the password-protected pages or contact your P&W representative.

Conducting Transactions on this Website

Portions of the Website permit Users to conduct transactions, such as buying or selling goods or services. In addition to these Terms and Conditions, such transactions are subject to P&W’s standard terms and conditions of sale or purchase and/or other terms and conditions. The transactional pages have links to any such additional terms and conditions.

Information and Material Submitted to Website

If an existing Agreement between P&W and the User directly conflicts with this section, the terms of the existing Agreement supersede this section. User has the option to submit information and materials related to User’s use of the Website to P&W by e-mail or via the Website, or by other means to provide feedback, ask questions, or for other purposes ("Submitted Information"). User expressly grants, or warrants that the owner of the Submitted Information has expressly granted, to P&W a worldwide, paid-up, 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 media or technology now known or later developed, subject to P&W’s Website Privacy Statement. In addition, User irrevocably waives, or warrants that the owner of the Submitted Information has irrevocably waived, all "moral rights", all rights under Visual Artists Rights Act, all rights of privacy and publicity, and the like, in the Submitted Information.

User participation in on-line communication on the Website occurs in real time and is not edited, censored, or otherwise controlled by P&W. P&W cannot and does not screen materials provided by Users. P&W, however, reserves the right to monitor materials on the Website and to remove materials that P&W, in its sole discretion, determines to be in violation of these Terms and Conditions, applicable laws and regulations, or P&W’s policies and procedures.  The User agrees:

(i)             not to post or transmit any message on or through the Website that is libelous, defamatory or which discloses personal or private information concerning any person without their express written consent;

(ii)            not to 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;

(iii)           not to post or transmit any message on or through the 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;

(iv)          to comply with the virus control protocols established to prevent any file which may contain viruses, worms or any other contaminating or destructive program from being posted on the Website or transmitted through the Website; and

(v)           not to disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers or networks connected to or accessible through the Website or affiliated linked sites.

If the User gains access to information for which the User is not authorized to access under the applicable contracts, proprietary agreements, or other agreements, the User shall (i) immediately disconnect from the Website without copying or downloading such information; (ii) not use such information for any purpose whatsoever; and (iii) shall promptly report such unauthorized access to P&W. If the User otherwise becomes aware of an instance of unauthorized access to the Website, the User shall immediately notify P&W.

Client Administrators and Users

Each User’s company shall appoint an employee User to serve as a Client Administrator, in accordance with the P&W procedures. The Client Administrator shall have full authority to act on the User’s behalf in all matters relating to the Website, including but not limited to, granting or denying User access to the Website. The Client Administrator shall be solely responsible for validating the User’s citizenship. 

P&W agrees to adopt appropriate security measures to limit access to the Website to Users identified by Client Administrators and authorized by P&W in accordance with this provision.

The Users may access the Website only with a valid username, password and any additional form of security that P&W, at its discretion, may require.  Each User must have a unique email address. 

Users shall not share user IDs and/or passwords.

If any User who had access to, or use of, the Website or any applications is no longer employed by the Client Administrator’s company or changes to another division of the Client Administrator’s company, the Client Administrator agrees to ensure that such User no longer has access to, and use of, the Website.

The Client Administrator agrees to notify P&W immediately when an individual having been granted access ceases to be an employee of the Client Administrator’s company, ceases to be retained by the Client Administrator’s company, or changes to another division of the Client Administrator’s company.

The Client Administrator may not grant access to, or use of, the Website to any contractor, subcontractor, contract or temporary employee, sub-tier supplier or other third party without P&W’s prior written approval, which approval P&W may withhold at its sole discretion.

The User and the Client Administrator agree that all User accounts, which allow a Client Administrator’s User access to the Website, are for individual use only and are not transferable. 

The Client Administrator agrees to notify P&W immediately if the Client Administrator’s company’s legal status changes, including, but not limited to, name changes or mergers.

The Client Administrator agrees to notify P&W promptly of any change in a User’s citizenship.

The Client Administrator agrees to notify P&W promptly of any instance(s) of unauthorized access that violates these Terms and Conditions.

Unless otherwise first notified by the Client Administrator, P&W assumes that access to the Website by means of a valid username, password, and any other identified additional form of security is authorized by the Client Administrator.

The Client Administrator agrees to cooperate and assist P&W in routine system audits to verify User information.

The Client Administrator agrees to notify P&W promptly if a new Client Administrator has been appointed or if the Client Administrator will no longer be employed by the Client Administrator’s company.

If P&W is unsuccessful in attempts to contact the Client Administrator after a period of ninety (90) days, all Users of the Client Administrator’s company will be removed from access to the Website.

P&W Notification Contact

All notifications required herein shall be made via email to: “Contact Us” link located on Website Login page.

P&W Proprietary Information

All P&W data and information disclosed on or delivered to the Website that is identified with an appropriate legend, marking, stamp or other written identification at the time of disclosure or delivery (or subsequently identified in writing within thirty (30) days thereafter) as proprietary or competition sensitive (“Proprietary Information”) shall be treated by the User as confidential information.  The User agrees that Proprietary Information will not be disclosed to third parties and will be protected from public disclosure for a period extending into perpetuity or as specified in associated proprietary agreement(s).

Limitation of Liability

Information that User sends to or receives from P&W is subject to interception, misappropriation, and misuse by third parties. Neither P&W nor any of its subsidiaries, affiliates, employees, or other representatives shall be liable for any damages or costs, including any compensatory, consequential, incidental, indirect, special, treble, or punitive damages, or any costs and fees arising out of or in connection with use of the Website.

EXCEPT AS PROVIDED IN ANY APPLICABLE ADDITIONAL TERMS AND CONDITIONS, P&W DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE IS ACCURATE, COMPLETE, OR CURRENT.

Export Controls

Technical data exchanged on the Website may be subject to the export, import, sanctions and U.S. anti-boycott laws, regulations, and orders (the “Export Laws”).  The Export Laws include, but are not limited to, the U.S. Commerce Department’s Export Administration Regulations (“EAR”), U.S. State Department’s International Traffic in Arms Regulations (“ITAR”), U.S. Treasury Department’s Foreign Assets Control Regulations, Nuclear Regulatory Commission Regulations and the U.S. Energy Department’s Assistance to Foreign Atomic Energy Activities Regulations, the European Union Council Regulation (EC) No. 428/2009.  Accordingly, User may have access to technical data or information controlled under the Export Laws and classified under either the United States Munitions List, thus making it subject to the ITAR,  or the Commerce Control List, thus making it subject to the EAR, and, therefore, User agrees to strictly abide by all applicable Export Laws governing the export, re-export, transfer or re-transfer of technical data. 

User shall not release any technical data or information that is subject to the Export Laws without first obtaining the written consent of P&W.  P&W’s written consent must be obtained prior to the export, re-export, transfer or re-transfer of any P&W technical data or information and/or the submission of any request by the User to a government entity for authority to export, re-export, transfer or transfer such technical data. To the extent P&W provides such written consent, User will comply with all requirements of the ITAR and the EAR, including the requirement for obtaining any necessary U.S. export license or other export authorization, if applicable prior to export, re-export, transfer or re-transfer to non-U.S. persons and entities.  This requirement for prior U.S. Government authorization also applies to the return to the country of origin of foreign origin technical data that incorporates any U.S. origin technical know-how, content, improvements, or other design modifications.  User’s obligations to obtain P&W’s express written approval prior to making any exports, re-exports, transfers, or re-transfers and to adhere to the ITAR and EAR shall survive the expiration or termination of this Agreement.

The Export Laws prohibit U.S.-persons and companies from exporting and providing services to embargoed and/or sanctioned countries, entities and individuals.  User shall not knowingly or unknowingly divert or cause to be diverted any technical data, software, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any (i) person, (ii) entity, (iii) country or (iv) any entity located or incorporated in a country, that is on any denied party list or list of sanctioned countries, pursuant to either the Export Laws or any other applicable governing regulations.  User shall not modify or divert technical data controlled under the Export Laws to any military application or other end-use prohibited by applicable Export Laws.  P&W will conduct screening of all registered Users. PW holds the right to refuse access to the Website to any User who has been denied export privileges by the U.S. Government in any of the aforementioned ways.  A prospective User that contests his/her status as a prohibited party should contact his/her Client Administrator.  The Client Administrator shall verify prohibited party status and must provide P&W written certification and request access be granted to the Website to those prospective Users that were misidentified as prohibited parties.

 

Indemnity

User hereby releases and agrees to defend, indemnify and hold harmless P&W, its subsidiaries, affiliates, vendors, and the employees, directors, officers, agents, representatives, and subcontractors of each of them, from and against all liabilities, claims, damages and losses, of any nature, including, but not limited to, any and all damages, of whatever type; costs; fees; expenses; and judgments incident thereto for all injuries to any and all persons including User’s officers, agents, and employees, and for any and all lost profits, business interruption, loss of information or programs or other data on either party’s information handling system, loss of or damage to property, and loss of use thereof, arising directly or indirectly out of or in connection with use of the Website provided under or in connection with these Terms and Conditions, to the extent caused by the negligence or willful misconduct of User, its subsidiaries, affiliates, vendors, and the employees, directors, officers, agents, representative, and subcontractors of each of them.  In providing such data on the Website, P&W, its subsidiaries, affiliates, vendors, and the employees, directors, officers, agents, representative, and subcontractors of each of them, are deemed to be acting in an advisory capacity only and at no time shall they be deemed to act as employees or agents of User or User’s company either directly or indirectly.

International Users and Jurisdiction

P&W maintains and controls the Website from the State of Connecticut, United States of America. Access to this Website in 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. The laws of Connecticut govern the Website’s content and use, and these Terms and Conditions, without giving effect to any of Connecticut’s conflict of law principles or rules.

Upon written notice of a problem or dispute in connection with the Website or the Terms and Conditions, the parties will make reasonable efforts to resolve any such issue or dispute within 60 days of the written notice. Any claim or action relating to or arising out of these Terms and Conditions shall be brought before a court of general jurisdiction in the State of Connecticut, United States of America. The parties hereby consent to the personal jurisdiction of the State of Connecticut.

General Provisions

All notices, requests and other communications to any party under these Terms and Conditions shall be in the English language and shall be deemed validly given if transmitted in writing, by mail, by fax, the “Contact Us” link, or by personal delivery to the other party.

Except as otherwise provided in a separate written agreement between the parties, all costs and expenses incurred in connection with these Terms and Conditions and access to and use of the Website shall be paid by the party incurring such cost or expense.

Unless stated to the contrary in these Terms and Conditions, these provisions are solely for the parties’ mutual benefit and not for the benefit of any third party.

These Terms and Conditions or any of its rights or obligations hereunder, may not be assigned, without the prior written consent of P&W. P&W, however, may assign these Terms and Conditions at its sole discretion.

Term and Termination

Unless terminated or modified in writing, these Terms and Conditions shall remain in force.

Termination of the Terms and Conditions will automatically result in revocation of the User’s rights to access the Website.

P&W may temporarily suspend or terminate the User’s access at any time if, in P&W’s sole discretion, such suspension or termination is reasonably necessary to protect the Website’s security or continued effective operation. P&W may reinstate the User’s access after P&W receives assurances from the User that the grounds for suspension or termination no longer apply.

Severability

Should any provision of this Agreement be held unenforceable or in conflict with the law of any relevant jurisdiction, the validity of the remaining provisions shall be unaffected by such holding.