Pratt & Whitney Website Agreement
(effective October 14, 2002)
United Technologies Corporation’s Pratt & Whitney division and subsidiaries that report administratively to the Pratt & Whitney division (collectively “P&W”) makes P&W websites available to holders of valid access credentials (“User” or “Users”). The website and information, material, and applications presented on it (collectively the “Website”) are P&W’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 P&W will make certain password-protected information, material, and applications on its website available to User under the terms of this Agreement. P&W shall have sole discretion to determine the specific information, material, and applications made available to User. The website and information, material, and application presented on the website (collectively the "Website") are P&W’s property or the property of P&W's licensors. Use, duplication, and disclosure of the Website is subject to the terms of this Agreement. Use of the Website shall be deemed to be acceptance of this Agreement.
1.2 User’s participation in on-line communication on P&W’s 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 of P&W’s site. P&W reserves the right to monitor materials on P&W’s site and to remove materials that P&W, in its sole discretion, determines to be in violation of this Agreement, applicable laws and regulations or P&W’s policies and procedures. User agrees not to:
1.2.1 post or transmit any message on or through P&W’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 P&W’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 P&W’s Website.
1.2.4 post or transmit to the Website any virus, worm, or any other contaminating or destructive program (“Harmful Agent”). If User can demonstrate to P&W’s satisfaction that it has taken all prudent steps to prevent the posting or transmission to the Website of any Harmful Agent, User shall not be liable for the inadvertent posting or transmission to the Website of a Harmful Agent.
1.2.5 disrupt or interfere with the security of, or otherwise abuse, P&W’s Website, or any services, system resources, accounts, servers or networks connected to or accessible through P&W’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, P&W 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. 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. User may not use the Website to design, manufacture, or repair parts, or to obtain FAA or other government approval to do so without P&W’s express, written permission. Such express, written permission may appear in other agreements between User and P&W, that establish the legal framework under which User is authorized to use information, material, and applications P&W provides (“Other Agreements”). Example of Other Agreements include general terms agreements, service agreements, maintenance agreements, non-disclosure agreements, or application-specific website supplemental agreements. Different portions of P&W’s Website may be subject to various Other Agreements and thus different terms.
2.2 Except as expressly provided in this Agreement or Other Agreements, P&W 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 P&W makes available on the Website or created as a result of interactions between User and P&W using P&W’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 P&W.
P&W may change any aspect of the Website or this Agreement at any time without notice. P&W also may impose limits on certain Website features and services or restrict your 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 P&W 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.
Certain links on the Website launch Internet sites that P&W does not control ("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 any of 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.
5. Conducting Transactions on P&W’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 P&W'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.
6. Information and Material Submitted to P&W
User may have the option to submit information and materials related to use of the Website to P&W 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 P&W 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 P&W’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.
7. Limitation of Liability
P&W 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 P&W’s Website is subject to interception, misappropriation, and misuse by third parties. Neither P&W 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.
P&W makes reasonable efforts, consistent with its current business practices, to provide current, correct data on the Website. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENTS, P&W 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, P&W DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE IS ACCURATE, COMPLETE, OR CURRENT.
8. International Users
P&W maintains and controls this Website from the State of Connecticut, USA. P&W 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.
9. 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), the US Department of State’s International Traffic in Arms Regulations (ITAR). P&W may require User to certify periodically that User is complying with applicable export regulations.
10. Publications and Documents Available on P&W's Website
10.1 As a convenience to Users, P&W makes certain publications and documents, including technical publications and various maintenance release documents, available on the Website. In many cases, these publications and documents are only to be used as adjuncts to, not substitutes for, P&W official versions of the corresponding publications and documents. User agrees to abide by all notices and cautionary statements concerning the proper use and interpretation of publications and document on the Website, including but not limited to those reproduced below:
10.2 FAA FORM 8130-3, JAA FORM-1 AND OTHER AIRWORTHINESS APPROVAL/MAINTENANCE RELEASE DOCUMENTS PROVIDED ON THE WEBSITE ARE FOR REFERENCE ONLY. USER AGREES NOT TO USE THEM FOR ANY OTHER PURPOSE. ANY COPIES MADE FOR REFERENCE PURPOSES MUST NOT BE MODIFIED IN ANY WAY AND COPIES MUST BE DESTROYED IMMEDIATELY UPON COMPLETION OF USE. TAMPERING WITH AIRWORTHINESS APPROVAL AND MAINTENANCE RELEASE DOCUMENTS IS A CRIMINAL OFFENSE UNDER UNITED STATES LAW. (18 U.S.C. § 35)
10.3 THE TECHNICAL PUBLICATIONS AVAILABLE ON THIS WEBSITE ARE UPDATED ACCORDING TO A PREDETERMINED REVISION SCHEDULE FOR EACH SPECIFIC PUBLICATION AND DO NOT INCLUDE INTERIM UPDATES UNTIL SUCH UPDATES ARE INCORPORATED INTO A GENERAL REVISION OF THE PUBLICATION. USER AGREES NOT TO RELY ON THE WEB VERSION OF THESE PUBLICATIONS FOR INTERIM UPDATES. P&W continues to make interim updates as part of the revision service for each publication. Contact P&W to receive information on obtaining interim updates.
11. 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 United Technologies Corporation or its licensors. United Technologies Corporation 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.
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, 4, 5, 6, 7, 9, 14, 15, and 16 shall survive such termination. P&W may terminate, change, suspend or discontinue any aspect of its site, including the availability of any features of its site, at any time.
13.1 User agrees to adopt appropriate security measures to limit access to User’s employees or permitted representatives, identified by the User and authorized by P&W.
13.2 User’s employees and permitted representatives may access P&W’s Website only with a valid username, password and/or any additional form of security that P&W, at its sole discretion, may require ("Authorized Representatives"). User is solely responsible and liable for the activities of its Authorized Representatives, including, without limitation, terminated or former Authorized Representatives, who have access to and use P&W’s Website. If any Authorized Representative who had access to or use of P&W’s Website is no longer employed or retained by User, User agrees to take any steps necessary to ensure that such Authorized Representative no longer has access to and use of P&W’s Website. User further agrees to notify P&W immediately when any Authorized Representative ceases to be one of User’s employees or ceases to be retained by User. User agrees that all accounts, which allow a User’s Authorized Representative access to P&W’s site, are for individual, business use only, and are not transferable to anyone else, including another Authorized Representative without P&W’s express, written consent, which P&W may withhold by its sole discretion.
13.3 Unless otherwise first notified by User, P&W is entitled to assume that access to P&W’s site by means of a valid username, password, and/or other identified additional form of security is authorized by User for User’s own business purposes. User is solely responsible for any conduct or transactions made on P&W’s site by use of such username, password and/or other identified additional form of security.
13.4 If P&W permits User to administer access by User’s Authorized Representatives to P&W’s Website, User agrees to appoint an employee to serve as a user administrator according to the procedure P&W specifies (“User Administrator”). The User Administrator shall have full authority to act on User’s behalf in all matters relating to P&W’s Website, including but not limited to granting or denying User’s Authorized Representatives access to P&W’s Website according to procedures P&W specifies.
13.5 User may not grant access or use of P&W’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 P&W’s prior consent provided in writing or as part of the registration process. P&W may withhold such constent in its sole discretion.
14. 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.
15. Access and Interference
User agrees that it will not systematically extract, collect or harvest, through electronic means or otherwise, data or data fields from P&W’s site without P&W’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 P&W’s site and will not place a disproportionately large load on P&W’s infrastructure.
16. Miscellaneous Provisions
16.1 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.
16.2 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 P&W’s Website shall be paid by the party incurring such cost or expense.
16.3 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.
16.4 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.
16.5 Except as stated in Articles 2, 5, 6, and 7, this Agreement constitutes the entire agreement between the parties with respect to User’s use of P&W’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 3, 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-specefic, supplemental registration process.
16.6 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.
16.7 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.
16.8 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.
Version 1.54 September 2002