Siemens Corporation, its affiliate or parent (collectively, “Siemens”) or its service provider hosts a Site on a remote server and accessible via a web site portal address or IP address designated by Siemens. These Siemens US Terms of Use for Guest Users (hereinafter “Guest Terms”) are between Siemens and User (referred to herein as “User” or “You”) and You (i) are an individual, wherever located globally, (ii) are not employed by or a contractor of Siemens, (iii) on behalf of Your corporation, business entity or sole proprietorship, seek access to the Site including but not limited to software, hosted service, related documentation, and/or Content thereon (collectively referred to herein as the “Site”), and (iv) You can access the Site solely through the Internet. “Content” is defined as all video, audio, data, images, postings, images, graphics, ideas, writing, software, innovations, product developments and/or information uploaded by User and/or persons authorized to access the Site.
IF YOU DO NOT AGREE TO BE BOUND BY THESE GUEST TERMS, DO NOT CLICK THE “ACCEPT” BUTTON IF PRESENTED TO YOU OR ACCESS OR USE THE SITE.
BY CLICKING THE “ACCEPT” BUTTON OR OTHERWISE USING THE SITE, YOU AGREE THAT (1) YOU HAVE READ, AND AGREE TO COMPLY WITH AND BE BOUND BY THESE GUEST TERMS WITHOUT LIMITATION OR QUALIFICATION AS WELL AS ALL APPLICABLE U.S. LAWS, REGULATIONS, EXECUTIVE ORDERS, AND THE RULES CONCERNING THE OFFICE OF FOREIGN ASSET CONTROL, SANCTIONED OR EMBARGOED COUNTRIES, DENIED PERSONS OR OTHER U.S. WATCHLISTS, REGARDLESS OF WHERE YOU RESIDE, USE THE SITE, OR ANY OTHER LAWS THAT MAY APPLY TO YOU; (2) uSER IS NOT PERMITTED TO INPUT, UPLOAD, OR EXCHANGE VIA THE SITE (A) ANY TECHNICAL DATA, DEFENSE ARTICLES OR DEFENSE SERVICES AS DEFINED IN THE U.S. EXPORT ADMINISTRATION REGULATIONS (“EAR”) OR INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (“ITAR”); (B) ANY U.S. DEPARTMENT OF DEFENSE COVERED DEFENSE INFORMATION OR CONTROLLED UNCLASSIFIED INFORMATION; OR (C) FOR ANY PURPOSE OTHER THAN CONDUCTING BUSINESS WITH SIEMENS; (3) THIRD PARTIES MAY HAVE ACCESS TO CONTENT AND USER HEREBY CONSENTS TO SUCH ACCESS FOR THE PURPOSE OF HOSTING, MAINTENANCE OR ADMINISTRATION OF THE SITE; (4) CONTENT SUBJECT TO CONFIDENTIALITY OBLIGATIONS IN A WRITTEN CONTRACT BETWEEN USER AND SIEMENS SHALL REMAIN VALID; (5) THE GUEST TERMS DO NOT REPLACE OR AMEND ANY PURCHASE, SALE, PRODUCT, SERVICE OR OTHER CONTRACT OR LICENSE BETWEEN USER AND SIEMENS OR ANY THIRD PARTY, AND SHOULD THE SITE CONTAIN PRODUCT, SERVICE SPECIFICATIONS, PRICING OR SUGGESTED TERMS, THEY ARE NOT BINDING ON SIEMENS; AND (6) TERMS AND CONDITIONS OF USER, WHEREVER LOCATED, SHALL NOT AMEND OR IMPACT THESE GUEST TERMS.
1. Mutual Acceptance.
These Guest Terms are based on the mutual exchange of promises between User and Siemens and acceptance is required for User to access the Site. User understands the Site is made available by Siemens solely for Siemens’ business use. Failure to comply with these Guest Terms may result in termination of access to the Site, claims and/or penalties under applicable law. Siemens may modify the Site and/or these Guest Terms any time at its sole discretion, and by accessing the Site, User accepts the current version of the Guest Terms and the Site. In the case of corporations, groups or associations, that are represented by User, they shall assume that User has appropriate knowledge and acts accordingly on its or their behalf.
2. Term and Termination.
The Term of these Guest Terms commences with Your acceptance hereof, and continues through any subsequent use of the Site thereafter for a period of twelve (12) months which Term may be extended by Siemens at its sole discretion. You may terminate Your access to and use of the Site providing prior written notice to Siemens. Siemens may immediately terminate Your access to and use of the Site, with or without cause, at any time without penalty. Siemens, in its sole discretion, may suspend or terminate your password, account or use of the Site and may delete any data, Content including but limited to Your Content without penalty, liability or any obligation for recovery. This Section, Term and Termination, shall survive termination or expiration of this Agreement.
3. Authorization and License.
Siemens has all right, title or license to the Site and authorizes User to access and use the Site on a limited, non-exclusive, non-transferable, non-sublicenseable, revocable basis solely for Siemens’ business purpose. User shall not, or permit other individuals or entities to:
(A) copy, reproduce, translate, alter, display, modify, decompile, reverse engineer, disassemble, attempt to discover the source code or algorithms of, manipulate or create derivative work based on, the Site, or any Content, software, products, services or any other material (including text, graphics, logos, button icons, images, audio clips, data, photographs, graphs, videos, typefaces, and sounds) contained or made available to User in the course of using the Site, or any part thereof, or use the Site to run or as part of a service bureau, outsourced or managed services arranged, or access the Site unless and to the extent permitted by U.S. law;
(B) disable or circumvent any access control or related device, process or procedure established with respect to the Site or any part thereof. Such prohibited conduct includes, without limitation, any efforts to gain unauthorized access to the Site, other user accounts, computer systems or networks connected to the Site, through hacking, password mining or any other means, log into an account with a password not assigned to the respective user, access identifiable information not intended for the respective user, test the security measures on the Site and/or attempt to identify system vulnerabilities, or to attempt to disable the Site; or
(C) link, distribute, transfer, sell and resell, (sub-)license, rent, lease, lend, assign or otherwise transfer any rights to, or commercially exploit or otherwise make available the Site in whole or in part to any third party in any way.
The Site may contain third- party Content, including commercial and open source software. Such third- party Content may be subject to additional or differing terms and conditions and, in such case, there will be a link to such third party terms which shall prevail over these Guest Terms as to third- party Content and User accepts those terms and conditions by using the Site.
4. Account Access.
(A) Connection and access to the Site requires an Internet connection and suitable hardware and software and Siemens shall have no obligation or responsibility for User’s access or connection to the Site.
(B) Where use of the Site is contingent on accessing an account and/or using a “user identification” and/or “password”, You shall keep user- identification and password and any registration or sign-in information (collectively referred to herein as “User Access Data”) confidential, in a safe place and not disclose to any third party. User agrees to be solely responsible for all Site activity occurring using Your User Access Data. Upon Siemens’ request, User shall verify User Access Data and provide any other information reasonably required by Siemens to authenticate User’s request to access, log-in or use the Site. User shall immediately notify Siemens’ administrators if (i) User Access Data has been stolen, leaked, compromised or otherwise used without User’s consent; (ii) User no longer requires access to the Site, or (iii) User suspects a security breach of the Site. User agrees that only Siemens may invite new users and grant access to the Site.
5. Intellectual Property.
(A) User hereby grants Siemens, and Siemens´ service provider( s) acting on Siemens´ behalf, a non-exclusive, transferable, sublicenseable, worldwide, royalty-free, perpetual, non-revocable license under applicable copyrights and other intellectual property rights, if any, in all of User’s Content and to create derivative works and aggregated data derived from User’s Content including without limitation, comparative data sets, statistical analyses, reports and related services and utilize such as it sees fit for any purpose. User represents and warrants that User has obtained all rights, permissions and consents necessary to the aforesaid use of User’s Content, and permits Siemens to exercise all of its rights under these Guest Terms. User, not Siemens nor Siemens’ service provider(s) has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness, of all User’s Content and Siemens shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of User’s Content. Upon termination of User’s access to the Site, User’s right to access or use User’s Content on the Site immediately ceases, and Siemens shall have no obligation to maintain or forward to You any Content including Your Content. User agrees that all Content on the Site may be subject to collection, review or use by Siemens or its parent in legal or compliance matters.
(B) All right, title and interest in and to the Site, including Content inputted, uploaded, developed or created by Siemens’ employees, agent(s) or contractor(s) (collectively, “Siemens Content”), technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to this Site or Guest Terms, including all copyrights, patents, trade secrets, trade dress, and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to Siemens and/or its licensors or service provider(s) and User shall have no rights whatsoever in any of the foregoing. User acknowledges that the Site constitutes a valuable trade secret and/or is the confidential information of Siemens, its licensor(s), or service provider(s) and nothing in the Site or Guest Terms or otherwise will be deemed to grant to You, Your corporation or business entity an ownership interest in the Site, Siemens Content or Content of third parties, in whole or in part.
(C) Siemens’ name, logo, other related names, design marks, product names, feature names and related logos are trademarks of Siemens and may not be used, copied or imitated, in whole or in part, without the express prior written permission of Siemens. In addition, the look and feel of the Site (including all page headers, custom graphics, button icons, and scripts) constitutes the service mark, trademark and/or trade dress of Siemens or its licensors, and may not be copied imitated or used, in whole or in part, without the express prior written permission of Siemens.
(D) This Section, Intellectual Property, shall survive termination or expiration of these Guest Terms.
6. Conditions of Use.
In addition to all other obligations herein, You agree on behalf of Yourself and Your, employer, corporation or business entity as follows:
(A) Your Content shall not be unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, racially, ethnically, or otherwise objectionable, and shall not concern minors;
(B) You have obtained the consent of all persons whose image, voice, audio, personal address or contact information You post;
(C) You and Your access and use of the Site are subject to Siemens’ policies and U.S. laws;
(D) You shall not to force headers or otherwise manipulate identifiers in order to disguise the origin of any Content;
(E) You shall not upload or input Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any third party or Siemens;
(F) You shall not promote illegal activities on the Site;
(G) You shall not breach confidentiality obligations You have with Siemens or any third party using the Site; and
(H) You have and shall continue to provide upon Siemens’ request, accurate, up-to-date information concerning You, our business or employment status and affiliates, Your email address and other contact information and You have the obligation to notify Siemens in any such information changes.
7. Claim Resolution.
(A) User, User’s employer, corporation and business entity shall indemnify, defend and hold Siemens, its licensors and service provider(as), and its and their parent, subsidiaries, affiliates, officers, directors, employees and agents harmless from and against any and all claims, costs, damages, losses, lawsuits, liabilities and expenses (including reasonable attorneys’ fees and costs) (collectively referred to herein as “Claim”) arising out of or in connection with: (i) a Claim alleging that User’s Content, use of User’s Content, or Your use of the Site in a manner that violates these Guest Terms, infringes the rights of, or has caused harm to, a third party; (ii) a Claim, which if true, would constitute a breach of Your obligations under these Guest Terms; and/or (iii) a Claim arising from a violation of any law or regulation by You, Your Content or anyone who accesses the Site with User Access Data. Siemens will give User written notice of the Claim promptly, and may give User control of the defense and settlement of the Claim (provided that You shall not settle any Claim without the prior written approval of Siemens’ attorneys and You have obtained the written, unconditional release of Siemens, its parent, subsidiaries and affiliates from all liability).
(B) Siemens shall provide the Site free from third parties’ intellectual property rights under U.S. law and, if a third party asserts a justifiable Claim in the U.S. against User, provided that User has accessed and used the Site in compliance with these Guest Terms, Siemens shall have the full and exclusive authority to defend and settle such Claim, and Siemens will pay the damages and costs awarded in any U.S. lawsuit or proceeding so defended. User shall not make any admission(s) which might be prejudicial to Siemens and shall not enter into a settlement without Siemens’ consent. Siemens is not responsible for any settlement made without its prior written consent. If the Site is held by a court with appropriate authority, to infringe a third party intellectual property right, Siemens will choose whether to acquire, at its own expense, the right to use the applicable third party intellectual property rights with respect to the Site, or to replace or modify the Site in a way that it no longer infringes. If this is not reasonably possible, then Siemens may terminate the Site. However, Siemens shall not be obligated to fulfill the obligations in this Section if You (i) fail to immediately notify Siemens in writing of any Claim asserted by a third party, (ii) fail to assist Siemens in the defense of the Claim or materially breach these Guest Terms, (iii) You or Your Content has contributed in whole or part to the activity that gives rise to the claim of infringement, or (iv) You have modified the Site, or permitted others to do so. Siemens’ limitation of liability is set forth in Section 8 hereof.
(C) This Section, Claim Resolution, shall survive termination or expiration of these Guest Terms.
8. No Warranty.
(A) The Site and Siemens’ Content and third -party Content are provided “as is” and Siemens makes no representations or warranties, express or implied, to User, User’s corporation, employer, business entity or any third party concerning the Site or any Content thereon including but not limited to warranties for performance, completeness, accuracy, currency, merchantability, fitness for a particular purpose, availability, non-infringement, security, reliability, non-interference, or that it or they are error or virus-free or that the Site or Content will meet Your requirements, the technical requirements of Your system, software or hardware, or concerning the quality or availability of third party Content, web sites or links. Siemens disclaims all responsibility for any loss of data, errors in or omissions in the Site, third- party web sites or Content, the unavailability of the Site, or User’s or any third party’s reliance on the Content including but not limited to Siemens’ Content.
(B) In no event shall Siemens, its parent or its or their respective officers, directors, employees, shareholders, agents, or representatives, be liable to User, User’s employer, corporation or business entity, or any other person for any special, indirect, incidental, exemplary, punitive, or consequential damages or loss of goodwill in any way arising from or relating to the Site, Content, including but not limited to Siemens’ Content, or the inability to use either one, even if Siemens has been notified of the possibility of such damages. In no event may User, User’s employer, corporation or business entity or any third party bring a Claim or cause of action against Siemens, its parent or affiliates more than one (1) year after such Claim or cause of action arises.
(C) This Section, No Warranty, shall survive termination or expiration of this Agreement.
9. Privacy.
These Guest Terms and User’s use of the Site and/or Siemens’ Content thereon are governed by Siemens Privacy Policy as set forth in: http://www.usa.siemens.com/en/footer/privacy.html
10. Arbitration.
(A) User on behalf of User and User’s employer, corporation or business entity and Siemens agree that any dispute, claim or controversy arising out of or relating to (a) these Guest Terms, the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) User’s access to or use of the Site or the use of User Access Data will be settled by binding arbitration between User (and User’s employer, corporation or business entity) and Siemens, and not in a court of law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Guest Terms. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. Any judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction.
(B) User acknowledges and agrees that User on User’s own behalf and on behalf of User’s employer, corporation or business entity, and Siemens are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. User and Siemens are instead electing to have Claims and disputes between them resolved by arbitration. In any litigation between User and Siemens over whether to vacate or enforce an arbitration award, USER AND SIEMENS WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge. The parties agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this arbitration agreement, including any claim that all or any part of this arbitration clause is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the AAA Rules, and the Guest Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon User, User’s employer, corporation or business entity, and Siemens.
(C) A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
(D) Unless both User and Siemens otherwise agree in writing, an arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. The Federal Arbitration Act (“FAA”) and federal arbitration law apply to these Guest Terms. If the FAA and AAA Rules are found to not apply to any issue that arises under these Guest Terms or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York and in a federal or state court in the city of New York, NY.
(E) This Section, Arbitration, shall survive termination or expiration of these Guest Terms.
11. General Provisions.
(A) No Waiver. Should User or Siemens fail to exercise or enforce any provision of these Guest Terms or to waive any rights in respect thereto, such waiver shall not be construed as constituting a continuing waiver or waiver of any other right.
(B) Choice of Law. These Guest Terms shall be governed, construed and interpreted in accordance with the laws of the State of New York without regard to conflict of laws principles thereof.
(C) Relationship of the Parties. Nothing herein creates a relationship between Siemens and User or User’s employer, corporation or business entity other than that of independent contractors; and under these Guest Terms, neither party is required to buy, sell or receive goods or services from/to each other nor is either party obligated to engage in any transaction.
(D) Assignment. User shall not assign these Guest Terms or any permission to use the Site to any other person or entity.
(E) Other Terms. In addition to the other terms hereof, these Guest Terms are separate from any terms or conditions contained in any form or format, in hyperlinks or third party websites or documents that may be accessible on or using the Site. Siemens and User agree that the United Nations Convention on Contracts for the International Sale of Goods is inapplicable. User, including any terms or conditions forwarded by User, shall not and do not amend these Guest Terms.
(F) Entire Agreement. The Guest Terms, as may be amended from time to time in the sole discretion of Siemens, constitutes the entire agreement between User and Siemens and supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind, with respect to the Site and subject matter hereof.
(G) Notices. Siemens may give notice by means of a general notice on the Site, by electronic mail to Your email address that Siemens has on record, or by other written communication to You including by pre-paid first class mail. You may forward notice to Siemens to:
(H) Severability. If any provision of these Guest Terms shall be held to be unenforceable or invalid by any court of competent jurisdiction, the other provisions of these Guest Terms will remain in full force and effect to the extent not held invalid or unenforceable.
(I) Headings. The headings in the Guest Terms are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(J) Survival. This Section, General Provisions, shall survive termination or expiration of these Guest Terms.
12. Additional statement.
Any comments or contents uploaded or exchanged on the platform are the opinions of the individual who uploads said comments or contents and do not represent Siemens.
This platform cannot be used to discuss or share product specific design, development and manufacturing information or technical data.