This statement sets out the terms and conditions under which Turbocharger Application Guidelines is made available to you. It contains restrictions on use of the material and confidentiality obligations. Please scroll down to read the complete text. You may download these terms for reference.
Cummins Turbo Technologies designs, manufactures and sells turbochargers, which its customers install in their products. In order to assist customers to select the best Holset® Turbocharger product for their application, Cummins Turbo Technologies has developed Turbocharger Application Guidelines. On the terms set out in this Licence, Cummins Turbo Technologies is willing to make the Guidelines available to customers as a customer support service on a nil cost basis for the mutual benefit of Cummins Turbo Technologies and Customers.
1. Definitions
“Cummins Turbo Technologies” means a business operating within the Components Business Segment of Cummins Inc whose headquarters office is at St. Andrew’s Road, Huddersfield, Yorkshire HD1 6RA.
“Guidelines” means Cummins Turbo Technologies Turbocharger Application Guidelines together with any updates made to those Guidelines.
“Licensee” means Cummins employees and associates, current or potential purchasers of Holset® Turbochargers and public users who register to have limited access to www.cummintag.com.
"Designated Equipment" means the computer which is designated by the user as the computer on which the Guidelines will be used.
"Licensed Works" means the Guidelines as set out in electronic form including any computer programs, related tables, subfiles or other works.
"Authorised User" means any individual user of the Licensed Works who has a predetermine domain address.
2. Licence Grant and Restrictions
2.1 Cummins Turbo Technologies hereby grants to Licensee a non-exclusive, non-transferable and non-sublicensable licence to use the Licensed Works for the purpose of education or application or installation of Holset® Turbochargers.
2.2 The Licensed Works is specifically licensed for use on the Designated Equipment for its intended purpose, and may not be sublicensed, sold, or otherwise distributed. The Guidelines are intended for use by persons with appropriate technical background and qualifications only, and Cummins Turbo Technologies reserves the right to refuse a proposed Authorised User where Cummins Turbo Technologies does not, in its sole discretion, consider that the person has the appropriate expertise.
2.3 The Licensed Works are designed for single loading only, under a single e-mail address on the Designated Equipment. The Licensed Works cannot be accessed until the Authorised User has contacted Cummins Turbo Technologies to confirm his or her identity and received a user name and password. The Authorised User undertakes to use best endeavours to ensure that the password is kept confidential by the Authorised User, including putting in place measures at least equivalent to those used for the protection of his /her own Company's confidential proprietary information. Customer shall notify Cummins Turbo Technologies immediately if they become aware of any breach of confidentiality in respect of a password. Licensee agrees on reasonable notice, but in any event within not more than 21 days, to provide facilities to Cummins Turbo Technologies to carry out an audit in order to confirm that the Licensed Works are being used on the Designated Machine by the Authorised User in accordance with the terms of this Licence.
2.4 Cummins Turbo Technologies may at its option provide updates to the Licensed Works from time to time.
2.6 Licensee acknowledges that Licensed Works may include software that Cummins Turbo Technologies has obtained or licensed from a third party, and Licensee agrees that the terms and conditions of this Licence shall be applicable to any such third party software. Licensee agrees to abide by any additional or modified terms and conditions with respect to such third party software if reasonably requested in writing by Cummins Turbo Technologies or the third party.
2.7 Licensee shall preserve all copyright, trademark ownership or other notices, legends or markings on or embedded in the Licensed Works as originally provided by Cummins Turbo Technologies.
2.8 Licensee agrees not to translate, reverse assemble, reverse compile, adapt, translate, alter, modify or change in any way the Licensed Works, or any update thereto, without the prior express written authorisation of Cummins Turbo Technologies.
3. Ownership
3.1 Title and full ownership rights to the Licensed Works and any updates thereto, including all copyright rights therein, shall remain with Cummins Turbo Technologies or other members of the Cummins group of companies, and Licensee acknowledges such rights. Cummins Turbo Technologies expressly retains all rights that it may have under US or foreign laws or international treaties relating to the Licensed Works, except for those rights expressly granted to Licensee herein.
3.2 Licensee agrees to notify Cummins Turbo Technologies immediately if it becomes aware of any use of the Licensed Works which is not in accordance with this Licence or any suspected infringements of Cummins Turbo Technologies intellectual property rights. Cummins Turbo Technologies shall not be under any obligation to take any action in respect of such misuse or suspected infringement.
4. Warranty
4.1The Licensed Works and any and all updates thereto are licensed 'As is' and Cummins Turbo Technologies shall not be liable for any defect, error, misstatement or omission in the Licensed Works, howsoever arising, whether as a result of negligence or otherwise. Cummins Turbo Technologies does not claim and does not warrant that the Licensed Works will run error free.
4.2 WITH THE EXCEPTION OF THE EXPRESS WARRANTIES HEREIN, CUMMINS TURBO TECHNOLOGIES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE
LICENSED WORKS, OR THEIR COMPLETENESSS, ACCURACY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CUMMINS TURBO TECHNOLOGIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFIT OR LOSS OF BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS, OR OTHER ECONOMIC LOSS OF WHATOSEVER KIND RESULTING FROM LICENSEE'S USE OF THE LICENSED WORKS.
4.3 CUMMINS TURBO TECHNOLOGIES NET LIABILITY TO LICENSEE SHALL NOT EXCEED THE SUM OF £100 OR, IF ANY PAYMENT IS MADE BY THE LICENSEE WITH RESPECT TO THE LICENSED WORKS, THE TOTAL AGGREGATE OF SUCH PAYMENTS, WHICHEVER IS THE LESS.
4.4 The express warranties contained herein exclusively set out Cummins Turbo Technologies liability to Licensee, and Licensee's sole remedies. Nothing in this clause shall exclude or limit Cummins Turbo Technologies liability for death or personal injury caused by Cummins Turbo Technologies negligence.
5. Confidentiality
5.1 Licensee hereby acknowledges that the Licensed Works and any updates thereto contain valuable information belonging to Cummins Turbo Technologies that Cummins Turbo Technologies considers confidential. Consistent with the purpose of this Licence, Licensee agrees to use its best endeavours not to release, disclose or otherwise permit unauthorised access to such confidential information. In particular, within the Customer's organisation, access to the Licensed Software on the Designated Machine should be restricted to the Authorised User.
5.2 Licensee will use its best endeavours, including measures at least equivalent to those it uses for the protection of its own confidential proprietary information, to ensure that all Authorised Users observe and perform this non-disclosure obligation.
6. Termination
6.1 Cummins Turbo Technologies may terminate this Licence for cause on reasonable notice. In the event of termination of this Licence, all rights granted by this Licence shall revert to Cummins Turbo Technologies and Licensee shall deliver to Cummins Turbo Technologies the Guidelines and any other material furnished to Licensee pertaining to the Licensed Works. Licensee shall erase from any Designated Equipment or any other computer equipment in its control any copy of the whole or part of the Licensed Works, and shall demonstrate to Cummins Turbo Technologies satisfaction that this has been done.
6.2 In the event of termination of this Licence, Cummins Turbo Technologies and Licensee shall remain bound by the provisions of this Licence relating to limitation of warranties and confidentiality of information.
7. Export Regulations
Licensee understands that the export regulations of the United Kingdom or the United States may prohibit the export of the Licensed Works to certain countries and agrees to conform to those regulations. Licensee shall indemnify Cummins Turbo Technologies against any loss related to
Licensee's failure to conform to those regulations.
8. Miscellaneous
8.1 This Licence constitutes the entire agreement between the parties with respect to the subject matter of this Licence and contains all of the representations, warranties, covenants and agreements of the parties in relation to the subject matter of this Licence at the date of execution.
8.2 Any notices concerning this Licence shall be sent to Holset at the address shown at the head of this Licence, and to the Licensee at its registered office or to the address to which the Licensed Works were despatched, by recorded mail or fax. Either party may direct that notices be sent to a different address by so requesting in writing to the other party.
8.3 This Licence is governed by, and to be interpreted in accordance with, the laws of England. The parties agree to submit to the jurisdiction of the courts of England.
8.4 The terms of this Licence shall inure to the benefit of and be enforceable by Cummins Turbo Technologies and the successors and assigns of Cummins Turbo Technologies interest in this Licence or Cummins Turbo Technologies ownership of the Licensed Works.
8.5 This Licence does not create any right enforceable under the Contracts (Rights of Third Parties) Act 1999 (or any modification, amendment or re-enactment thereof) by a person who is not a party to it but this clause does not affect any right or remedy of a person who is not a party to this Licence if that right or remedy exists independently of the Act.
28 March 2011