Extranet Access Agreement
This Agreement provides for Corning Incorporated ("Corning") to grant access to you to the Corning Incorporated: Optical Fiber Extranet web site (including computer programs and content as determined in Corning’s sole discretion – such as programs which provide order detail and fiber data), on a "password-restricted" basis.
BY CLICKING ON THE "I ACCEPT" BUTTON BELOW IT IS AGREED THAT YOU ACCEPT THIS AGREEMENT AND THE ACCOMPANYING TERMS AND CONDITIONS, AND THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. FURTHER YOU
EXPRESSLY REPRESENT TO CORNING THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT.
NOTHING CONTAINED IN THIS AGREEMENT SHALL OPERATE TO AMEND OR OTHERWISE CHANGE THE TERMS OF ANY EXISTING AGREEMENT BETWEEN YOUR EMPLOYER AND CORNING.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN YOU CLICK ON THE "I ACCEPT" BUTTON.
TERMS AND CONDITIONS
1. Definitions. "Extranet" means the limited access internet web site presently found at http://www.corning.com/OptoCommerce maintained and operated by Corning Incorporated which provides a variety of computer programs and information with respect to the products your employer has ordered from Corning’s Optical Fiber operations.
2. License. Corning hereby grants you, subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable right and license to access the Extranet. In connection with the foregoing, to create on-line or off-line printouts of information retrieved from the computer programs contained on the Extranet, and reproduce, reformat, analyze, print and display such printouts for your internal commercial purposes, including presentation to your co-workers. Except as expressly authorized in this Agreement, you agree not to rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, store, or time-share the access to the Extranet. Further, you agree to take all reasonable steps to protect the Extranet from unauthorized access, copying, or use. Corning reserves all rights not expressly granted to you. The presentation of Extranet site materials to a third party is expressly prohibited.
3. Username/Password. You agree to assume sole responsibility for the security of the usernames and passwords issued to you by Corning. Unless expressly approved in writing by Corning in advance, a password is valid for use only by you and no other person(s). Passwords and usernames are subject to cancellation or suspension by Corning at any time, including upon nonuse for such period as Corning may determine, and reissuance or reactivation of such passwords are subject to Corning's sole discretion. If you believe that any password is being used by someone other than yourself, you must notify Corning immediately. If such use was not due to your acts or omissions or, fault or negligence, or if you have previously notified Corning to cancel the applicable password, Corning shall promptly take the appropriate action to restore, replace or delete your password.
4. Your Responsibilities. You are responsible for determining whether the Extranet and associated computer programs will achieve the results you desire; procuring, installing, and operating the required minimum specified hardware/software in combination with computer programs and access devices (if any) supplied by Corning; providing a proper environment and proper utilities for the systems. You are responsible for adopting reasonable measures to limit your exposure with respect to potential losses and damages arising from use, nonuse, interruption, delay, errors, or omissions of or in the Extranet or the associated computer programs, or the results thereof, including (without limitation) examination and confirmation of data prior to use thereof, provision for identification and correction of errors and omissions, preparation and storage of backup data, replacement of lost or damaged data or media, and reconstruction of data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data. Corning is not responsible for obsolescence of the computer programs that may result from changes in your requirements. You on behalf of your employer represent that your employer and you agree to indemnify and hold Corning, its officers, employees, and agents harmless from and against any loss, claims, demands, expenses (including court costs and attorney fees), or liability of whatever nature or kind (including, without limitation, negligence), of your or any third parties arising out of your use or nonuse of the Extranet.
5. No Fees. Corning will provide your access to the Extranet free of charge.
6. Proprietary Protection. Corning and/or its third-party suppliers shall be the sole owner(s) of the content of the Extranet and the associated computer programs, including any adaptations or copies thereof, and including associated intellectual property rights. Copies are provided and may be made only to allow you to exercise your rights under this Agreement. Corning and/or its third-party supplier claim U.S. and foreign copyright ownership with respect to the Extranet and the associated computer programs as compilations and expressions of distinctive and creative formats, as well as claiming that portions of the Extranet contain trade secret information of Corning, including the structure and right of access to the Extranet. It is Corning's practice to place copyright notices and/or other proprietary legends in report forms. You shall provide for the reproduction of such notices and legends in the form and manner in which they appear.
7. Indemnification. If a third party claims that your use of the Extranet or any associated computer program, as provided to you hereunder, or your authorized use of such computer program pursuant to this Agreement infringes any U.S. patent, copyright, or trade secret, Corning will defend you and your employer against such claim at Corning's expense and pay all damages that a court finally awards, provided that you promptly notify Corning in writing of the claim, and allow Corning to control, and cooperate with Corning in, the defense or any related settlement negotiations. If such a claim is made or appears possible, Corning may, at its option, secure for you the right to continue to use the Extranet or computer programs, modify or replace the Extranet or computer programs with equivalent information so they are noninfringing, or, if neither of the foregoing options is available in Corning's judgment, terminate this Agreement. THIS PARAGRAPH STATES CORNING’S ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
8. Limitations. Corning and/or its third-party suppliers shall employ due care and attention in obtaining and maintaining the Extranet and associated computer programs. However, you acknowledge that any collection and compilation of data entails the likelihood of some human and machine errors, omissions, delays, interruptions, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage. Accordingly, you agree THAT THE EXTRANET AND ASSOCIATED COMPUTER PROGRAMS ARE PROVIDED "AS IS"; CORNING MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THEIR ACCURACY, COMPLETENESS, CORRECTNESS, CURRENTNESS, OR RELIABILITY; NOR DOES CORNING MAKE ANY REPRESENTATION OR WARRANTY THAT THE EXTRANET AND ANY ASSOCIATED COMPUTER PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT EXTRANET SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; ANDTO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW CORNING SPECIFICALLY DISCLAIMS ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CORNING SHALL NOT BE LIABLE ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CORNING BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE EXTRANET OR THE ASSOCIATED COMPUTER PROGRAMS, EVEN IF CORNING OR A CORNING AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CORNING FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO CORNING FOR ACCESS TO THE EXTRANET DURING THE PRECEDING TWELVE-MONTH (12) PERIOD, EVEN IF CORNING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
9. Default. Should you fail to carry out any other obligation under this Agreement or any other agreement with Corning, Corning may, at its option, in addition to other available remedies (such as the removal of your Username and Password) may immediately terminate this Agreement. Corning reserves the right, with or without notice, to suspend access to or use of the Extranet or any associated computer program.
10. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York as it applies to a contract made and performed in such state.
11. Modifications and Waivers. This Agreement may not be modified except by a writing signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights. The nonenforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.