By clicking “I agree,” you agree to the following terms on behalf of your company. Do not click “I agree” unless (a) you have authority to accept these terms on behalf of your company (the Customer); and (b) you are agreeing to these terms on behalf of Customer.
International Forest Products Corporation (IFP) has developed software IFP-web-portal (the Software) that facilitates communication between IFP and its customers concerning products and components supplied by IFP to its customers. IFP provides to its customers access to the Software through the internet by way of a website https://IFP.com/ hosted by or on behalf of IFP (the Site). This Agreement states the terms and conditions under which Customer may access and use the Software (the Service).
1.1 License Grant. Subject to the terms of this Agreement, IFP hereby grants to Customer the non-exclusive right (without a right to sublicense) to permit Authorized Users to access and use the Service during the Term.
1.2. Authorized Users. Customer's access to the Services will be limited solely to Authorized Users. Before Customer permits any person to have access to the Service, Customer shall submit to IFP by email the name of such person and will confirm to IFP in writing that such person is an employee of Customer. IFP will assign to each such person a unique user identification name and password for access to and use of the Services (User ID), whereupon such person will be an Authorized User. Customer shall be solely responsible for ensuring the security and confidentiality of all User IDs. Use of any User ID by any person other than the Authorized User to whom such User ID was issued is prohibited. Customer agrees to maintain a current list of all Authorized Users and to promptly notify IFP by email of changes to such list, including without limitation, the termination of any Authorized User’s employment by Customer. Customer shall promptly notify IFP by email if any User ID is disclosed to any person who is not an Authorized User or is otherwise lost. No person under the age of 18 is permitted to be an Authorized User.
1.3 IP Generally. Customer obtains no rights to any service or software or information except as expressly set forth herein. IFP retains all rights, title, and interest in the Software, the Site, the Service and all IFP Confidential Information and Customer shall not take any action inconsistent with such title and ownership. Without limiting the foregoing, Customer shall not remove, alter, or obscure any copyright, patent, trade secret, proprietary rights, or other legal notices appearing in or on the Software or the Site or any report generated by the Service, and shall reproduce all such notices on any copies of such items made by or for Customer. Notwithstanding anything in this Agreement to the contrary, Customer acknowledges that IFP shall be free to use (including, without limitation, disclose, display, reproduce, modify, publish, market, advertise, distribute, perform, import, and export) in its software or services, without obligation, liability, or compensation of any kind, any feedback or suggestions made by or on behalf of Customer or its affiliates regarding IFP’s products or services or how to improve or alter such products or services. Customer agrees not to take action against any entity or person based on such use.
1.4 Government Use. If the Site or any Software or Service or documentation is accessed or acquired by or on behalf of a unit or agency of the U.S. Government, such Site, Software, Service or documentation is “commercial computer software” or “commercial computer software documentation”. Absent a written agreement to the contrary, the U.S. Government’s rights with respect to such Site, Software, Service or documentation are: (a) if for civilian agency use, Restricted Rights, as defined in and subject to 48 CFR 52.227-19; and (b) if for Department of Defense use, limited by the terms of this Agreement pursuant to DFARS 227.7202. Manufacturer is International Forest Products, One Patriot Place, Foxborough MA, 02035-1388
2. Term. The term of this Agreement commences upon the date that Customer’s representative first clicks “I agree” to these terms and conditions and terminates upon written notice by either party to the other party (the Term). The parties acknowledge that the Service is provided without the imposition of any fee or other charge and solely as an accommodation to Customer by IFP to facilitate business between the parties.
3. Equipment & Access. Customer shall be solely responsible, at its own expense, for acquiring, installing, maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for its Authorized Users to connect to and access the internet to access the Services. The Software, the Site and the hosting equipment and underlying architecture and environment maintained by or on behalf of IFP are subject to change.
Confidential Information means any Information disclosed during the Term; provided that Confidential Information does not include Information (a) independently developed by employees of Recipient who have not had direct or indirect access to Discloser’s Confidential Information; (b) generally known to the public through no act or omission of Recipient; or (c) obtained by a Recipient from any third party not owing any confidentiality obligation to the Discloser with respect to such Information; provided further that (i) no such exception shall apply except to the extent clearly demonstrated by the Recipient; and (ii) only the specific Information that meets the exclusion shall be excluded and not any other Information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion). Without limiting the generality of the foregoing, (1) Confidential Information of Customer includes all Information transmitted by Customer to the Service; and (2) Confidential Information of IFP includes means all data, text, graphics, photographs, video, audio, user interfaces, visual interfaces and software (including the Software) at the Site or made available by IFP through the Service (excluding links to third party websites and content at such sites) and the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Information.
Derivative Information means all copies, digests, summaries of Information, as well as feedback, suggestions, improvements or other inventions, ideas or works of authorship derived from the Information.
disclose and its variants include any manner of revealing Information orally, visually or in any Medium, whether by affirmative action, omissions from disclosed Information (i.e., Information that is implied by the omission), or access or exposure to Information.
Discloser means the party disclosing Confidential Information or on whose behalf Confidential Information is disclosed [and such of Discloser’s suppliers, contractors and customers as provide information in connection herewith].
Information means all forms and types of financial, business, marketing, operations, scientific, technical, economic and engineering information, whether tangible or intangible, patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, codes, know-how, computer software, databases, product names or marks, marketing materials or programs, plans, specifications, shop-practices, customer lists, supplier lists, engineering and manufacturing information, price lists, costing information, employee and consulting relationship information, accounting and financial data, profit margin, marketing and sales data, strategic plans, trade secrets and all other proprietary information of Discloser (including all Derivative Information created therefrom or based thereon).
Medium (Media) means any communications or storage medium, regardless of method of storage, compilation or memorialization, if any, including without limitation, physical storage or representation (including models and prototypes), electronic storage, graphical (including designs and drawings) or photographic representation, or writings.
Permitted Purpose means (a) for Customer, the use of the Service by Customer for its internal business purposes and the transaction of business between IFP and Customer; and (b) for IFP, the provision of the Service by IFP and the transaction of business between IFP and Customer.
Recipient means the party receiving Confidential Information hereunder.
4.2 Confidential Information. Each party acknowledges that Confidential Information of the other party may be disclosed. Each Recipient agrees that it will (a) not disclose the Discloser’s Confidential Information to anyone except for the Permitted Purpose; (b) take steps that are substantially equivalent to the steps it takes to protect its own proprietary information (and in any event no less than reasonable steps), during the term of this Agreement, and for a period of five (5) years following expiration or termination of this Agreement, to prevent the duplication or disclosure of Discloser’s Confidential Information, other than to its employees or agents who must have access to such Confidential Information to perform such party’s obligations hereunder, who each agree to comply with this provision; and (c) use the Confidential Information only for the Permitted Purpose. Each Recipient shall bear the responsibility for breaches of this Section by any of its employees, contractors or agents irrespective of whether the breach occurs during or after the period of the employment, agency or contractor relationship.
4.3 Compelled Disclosures. Either party may disclose Confidential Information required to be disclosed by law; provided that it shall (i) notify the Discloser hereunder promptly upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information; and (ii) cooperate with the Discloser (at Discloser’s expense) in the exercise of the Discloser's right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency. Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not constitute publication or otherwise alter the character of that information as Confidential Information as between the parties hereunder.
4.4 Equitable Relief. The parties agree that any breach or threatened breach of this Agreement by a Recipient would cause not only financial harm, but irreparable harm to the Discloser; and that money damages will not provide an adequate remedy. In the event of a breach or threatened breach of this Agreement by a Recipient, the Discloser shall, in addition to any other rights and remedies it may have, be entitled to an injunction (without the necessity of posting any bond or surety) restraining the Recipient from disclosing or using, in whole or in part, any Confidential Information.
5. Customer Information. Subject to the obligations of confidentiality set forth herein, Customer grants to IFP a nonexclusive, nontransferable license to use the Customer Information only to the extent necessary for IFP to provide the Services to Customer and to transact business with Customer. Customer retains the rights in and title to all intellectual property rights in and to the Customer Information (including without limitation any trademark, service mark, logo, trade name or commercial marking, whether registered or not), and all rights not expressly granted hereunder by Customer are reserved by Customer. Customer acknowledges that IFP exercises no control whatsoever over the content of the Customer Information and it is the sole responsibility of Customer, at its own expense, to provide the information, and to ensure that the information Customer and Users transmit or receive complies with all applicable laws and regulations now in place or enacted in the future, including without limitation, all laws concerning the export of technical information.
6. Use of Service.
6.1 Generally. Customer shall (a) comply with all laws applicable to its use of the Service, including the laws of the United States and the laws of each jurisdiction from which the Service is accessed; (b) not interfere with access or use of the Service by others; and (c) comply with the Rules published by IFP at the Site concerning use of the Service, the Software and the Site. Customer represents and warrants that it has sufficient rights in and to all Information that it transmits to the Service and that no such Information or transmission infringes or misappropriates the rights of any third party. Customer shall indemnify, defend and hold IFP harmless from and against any and all claims, actions and allegations brought against IFP, including third party claims, arising out of or in connection with any damage or destruction to the IFP facilities, data or equipment, or the facilities, equipment or data of IFP’s other customers or third parties to the extent caused by the negligence or willful misconduct of Customer, its representative(s), agents or designees.
6.2 Rules. The following terms (the Rules) also apply to Customer’s use of the Site and the Services and they are incorporated into this contract.
· [LINK: Copyright & Trademark Notices] See forms on portal
· [LINK: Copyright Infringement Policy] See forms on portal
These Rules may be changed by IFP by posting revised Rules at the Site. Your continued use of the Service and the Site shall signify your agreement to any such changes in the Rules.
6.3 Suspension, etc. Without limiting the parties’ rights to terminate this Agreement pursuant to Section 2, IFP expressly reserves the right to suspend or terminate access to the Site, the Software and the Service in the event that any Harmful Activity is detected as arising or emanating from Customer’s use or access hereunder. IFP will use reasonable commercial efforts to promptly notify Customer if suspension or termination is warranted. Customer agrees to cooperate with IFP’s investigation of any Harmful Activity. Harmful Activity includes but is not limited to:
(a) denial of service attack;
(b) transmission of any virus, Trojan horse, worm, spy-ware, built-in or use-driven mechanism, injurious or damaging algorithm, time bomb or other software that can disable or adversely affect the use of Site, Software or Service, or harm any of IFP’s data, systems, network or other software;
(c) use of any Service in a way that harms IFP or its affiliates, resellers, distributors, and/or vendors;
(d) use of any Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);
(e) use of any unauthorized means to modify or reroute, or attempt to modify or reroute, any Service;
(f) causing damage to, disabling, overburdening, or impairing any Service (or the network(s) connected to any Service) or interfering with anyone’s use and enjoyment of any Service;
(g) reselling or redistributing any Service, or any part of any Service;
(h) use of any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of any Service, or in any way reproduce or circumvent the navigational structure or presentation of any Service, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services;
(i) attempting to gain unauthorized access to any portion or feature of any Service, or any other systems or networks connected to any Service or to any IFP server, by hacking, password “mining” or any other illegitimate means;
(j) probing, scanning or testing the vulnerability of any Service or any network connected to any Service, or breaching the security or authentication measures on any Service or any network connected to any Service;
(k) tracing (including any reverse look-up), any information on any other user of any Service, or any other customer of IFP, including any IFP account not owned by Customer, to its source, or exploiting any Service made available or offered by or through IFP, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Customer’s own information; or
(l) use of any Service for any purpose that is unlawful or prohibited by this Agreement (including without limitation, the Rules), or to solicit the performance of any illegal activity or other activity that infringes the rights of IFP or others.
6.4 Links. IFP is not responsible for any website (including the content at such sites and any links from that site to the Site or for any transaction Customer undertakes at such site) that hyperlinks to the Site or to which the site hyperlinks.
7. WARRANTY DISCLAIMER. THE SITE, THE SOFTWARE, THE SERVICES AND ANY OTHER INFORMATION PROVIDED IN CONNECTION WITH THIS AGREEMENT BY IFP AND ITS SUPPLIERS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND AND CUSTOMER'S USE OF THE SITE, THE SOFTWARE, THE SERVICES AND SUCH OTHER INFORMATION IS AT ITS OWN RISK. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
8. INTERNET ACCESS DISCLAIMER. IFP DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM ITS NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). IFP CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, IFP DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS AND IN NO EVENT SHALL IFP BE LIABLE FOR ANY DAMAGES (WHETHER IN CONTRACT OR IN TORT) THAT ARE ATTRIBUTABLE TO THE PUBLIC INTERNET INFRASTRUCTURE, OR CUSTOMER'S ABILITY TO CONNECT TO THE INTERNET.
9. LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, UNDER ANY THEORY INCLUDING BUT NOT LIMITED TO NEGLIGENCE, CONTRACT OR STRICT LIABILITY), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA, LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, LOSS OF RIGHTS OR SERVICES AND/OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE SOFTWARE OR SERVICES, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. CUSTOMER ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE FEES CHARGED FOR THE SERVICES WOULD BE HIGHER. THIS SECTION 9 SHALL NOT APPLY TO DAMAGES ARISING FROM (A) ANY BREACH OF ANY CONFIDENTIALITY OBLIGATIONS CONTAINED OR INCORPORATED BY REFERENCE IN THIS AGREEMENT OR (B) INTERFERENCE BY CUSTOMER WITH USE OF THE SERVICE BY ANY OF IFP’S OTHER CUSTOMERS OR DISRUPTION OF THE SERVICE BY CUSTOMER OR DAMAGE TO IFP’S OR IFP’S CUSTOMER’S FACILITIES OR DATA OR EQUIPMENT.
10.1 Relationship of Parties. For the purposes of this Agreement, each party hereto shall be, and shall be deemed to be, an independent contractor and not an agent, partner, joint venturer, representative or employee of any other party. Neither party shall have authority to make any statements, representations, compromise of rights or commitments of any kind, assume or create any obligations, or to accept process for or take any other action which shall be binding on the other party, except as may be explicitly provided for herein or authorized in writing by the other party.
10.2 Notices. Unless otherwise provided herein, any notice, invoice, payment or document to be given by one party to the others shall be in writing and delivered personally, by certified or registered mail (postage prepaid), by recognized courier, by fax or by e-mail addressed (a) in the case of IFP, as indicated at the end of Section 1.4 to the Attention of email@example.com and (b) in the case of Customer, to the address used by IFP to invoice Customer for products; or to such other place as any party may designate as to itself by written notice to the other party. Any notice, if mailed by a certified or registered mail, properly addressed and postage prepaid, shall be deemed made on the third (3rd) business day after mailing. Any faxed notice shall be deemed made upon confirmation of the fax. In hand and couriered deliveries are deemed made when delivery to the recipient organization is complete. Any notice sent electronically shall be deemed delivered when dispatched; provided that the sending party bears the burden of proving that the notice was properly addressed and arrived intact at the first server owned or under contract to the intended recipient (i.e., it is the responsibility of the recipient to ensure that properly addressed messages are routed to individual recipients within its own organization).
10.3 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No supplement, modification, amendment or waiver of this Agreement shall be binding unless executed in writing by both parties, except as expressly set forth herein.
10.4 Waiver. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or a waiver of any subsequent breach. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar).
10.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of applicable law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereunder be consummated as originally contemplated to the fullest extent possible.
10.6 Assignment. Neither party shall have the right, without obtaining Written consent of the other party, to assign any of its rights and obligations hereunder to any other entities or persons, provided that either party may assign all, but not less than all, of its rights and obligations hereunder to a successor in interest of all or substantially all of the business of such party, whether by sale of assets, reorganization, merger or otherwise (a Business Sale). Any attempted assignment, delegation or transfer in contravention of this Agreement shall be null and void. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, executors, heirs, representatives, administrators and permitted assigns.
10.7 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts, USA, without regard for any choice or conflict of laws rule or principle that would result in the application of the domestic substantive law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
10.8 No Implied Licenses. Nothing contained in this Agreement shall be construed as conferring any license or right whether by implication, estoppel or operation of law except as expressly stated herein, or construed as an admission of infringement or validity, or as a waiver of rights to contest the validity, infringement or enforceability of any intellectual property right.
10.9 Further Assurances. At any time and from time to time, each party will, without further consideration, take such further action and execute and deliver such further instruments and documents as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Agreement.
10.10 Costs, Expenses & Attorneys' Fees. If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses and attorneys' fees (including all related costs and expenses), incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
10.11 No Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person or entity not a party to this Agreement, except successors and permitted assignees.