June 26, 2019

Extranet Subscription Agreement

Detroit Diesel owns and operates the Detroit Diesel Extranet and is authorizing you, as a Detroit Diesel distributor, dealer, supplier, or direct customer to use the Extranet upon these terms and conditions.
  1. Permitted Use. You may access and use the Detroit Diesel Extranet, including any text, images or software, only during the normal course of your business operations as a Detroit Diesel distributor, dealer, supplier, or direct customer. You may copy, reproduce, republish, upload, post, transmit and distribute material from the Detroit Diesel Extranet only if you (a) keep intact all copyright and other proprietary notices on the material and (b) observe all restrictions connected to such material, including any license agreements relating to software obtained from the Detroit Diesel Extranet. You may not decompile, reverse engineer, disassemble, or otherwise reduce any software obtained from the Detroit Diesel Extranet to a human-perceivable form.

  2. Ownership. You do not, by virtue of downloading any material from the Detroit Diesel Extranet, obtain title to, or any other ownership interest in, that material. Detroit Diesel retains full and complete title to the material, and all related intellectual property rights, and is licensing you to use such material subject to this agreement and any other terms connected to such material. Modification of the material or use of the material for any other purpose is a violation of Detroit Diesel’s copyright and other proprietary rights. All trademarks, service marks, and trade names are proprietary to Detroit Diesel or its licensors.

  3. Compliance with Laws. You must comply with all applicable laws in connection with your use of the Detroit Diesel Extranet, including publishing, accessing and transmitting data. You may not use the Detroit Diesel Extranet to publish or transmit obscene, profane, lewd, vulgar, rude or disrespectful language; to knowingly distribute false information about a person or organization; or to harass, intimidate, threaten or annoy others.

  4. Security. You must observe all security features on the Detroit Diesel Extranet and may not disable or bypass any security devices. You must hold your passwords in confidence and not permit anyone to use your Detroit Diesel Extranet account other than your directors, officers and employees, and, with our prior written authorization, your independent contractors. You may not use the Detroit Diesel Extranet to gain unauthorized access to computers or other computer networks; for malicious or destructive purposes (such as the development or transmission or computer viruses); or to publish, access or transmit obscene or pornographic material. You are responsible for all usage or activity on your Detroit Diesel Extranet account, whether or not authorized by you.

  5. Certain Reserved Rights. Detroit Diesel reserves the right in its sole discretion:

    A.) to monitor, review and use all communications and other use of the Detroit Diesel Extranet, together with information relating to such communications and use, such as identification of sources and recipients of information, usage frequency and content of transmissions;

    B) to change, suspend or discontinue any aspect of the Detroit Diesel Extranet at any time, including the availability of any feature, database, or content, and to impose limits on certain features and services or restrict your access to parts or all of the Detroit Diesel Extranet without notice or liability. If Detroit Diesel discontinues any aspect of the Detroit Diesel Extranet for which you have paid a subscription fee for a specific term, then you will be entitled to a pro rata refund for the remainder of that term.

  6. Disclaimer. The materials in the Detroit Diesel Extranet are provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Detroit Diesel disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Detroit Diesel does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site, or the server that makes it available, are free of viruses or other harmful components. Detroit Diesel does not warrant or make any representations regarding the use or the results of the use of the materials in this site in terms of their correctness, accuracy, timeliness, reliability or otherwise.

  7. No Consequential Damages. Under no circumstances, including, but not limited to, negligence, will Detroit Diesel, its subsidiary and parent companies or affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from your use of, or inability to use, the Detroit Diesel Extranet. If you are dissatisfied with any Detroit Diesel Extranet material, or with any of Detroit Diesel's terms and conditions, your sole and exclusive remedy is to discontinue using Detroit Diesel Extranet.

  8. Miscellaneous. Detroit Diesel may change the terms in this agreement by notifying you of such change, including the effective date of such change. If you do not agree to be bound by the changes, you should not use the Detroit Diesel Extranet again and you should cancel your subscription. You will be deemed to have agreed to be bound by the change if you use the Detroit Diesel Extranet on or after the effective date of the change. You may not assign your rights or obligations under this agreement to anyone. If any provision in this agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. This agreement, your rights and obligations, and all actions contemplated by this agreement will be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any principles of conflicts of law. You may terminate your subscription at any time.