Terms and Conditions of Caterpillar Email Encryption

ENCRYPTION TERMS OF USE

Welcome to Caterpillar Email Encryption (“Encryption”), a tool made available by Caterpillar Inc. (“Caterpillar”). These Terms of Use ("Terms" or "Agreement") govern access to and use of Encryption by individuals that are neither Caterpillar employees nor agency workers. As used herein, “You” and “Your” refers to any individual, company or legal entity that accesses or otherwise uses Encryption other than the aforementioned Caterpillar employees and agency workers. You must read and agree to the Terms in the entirety prior to receiving access to Encryption. If You do not agree to the Terms, or cannot comply with the Terms, do not indicate agreement and do not attempt to gain access to Encryption.

1. Description of Service. Encryption is a web-based tool that allows for individuals without a Caterpillar issued email address to view Content (as defined below) through email messages that are otherwise encrypted (“Services”).

2. Site Access.

a. Registration. When registering for an account to use Encryption, You hereby affirm that You (a) will provide true, accurate, current and complete information about Yourself and Your entity; and (b) have and will continue to maintain and promptly update Your information to keep it true, accurate, current and complete. If You provide, or if Caterpillar suspects You have provided, any information that is untrue, inaccurate, not current or incomplete, Caterpillar reserves the right to terminate Your access to Encryption as well as other Caterpillar systems and applications.

b. Username and Password. While registering, You will be required to use your email address and pick a password that will allow you to log in to use Encryption.  You are responsible for the confidentiality and use of Your username and password. You agree not to provide Your password, use of, or access to Encryption to any third party. If Caterpillar has reason to believe that Your Encryption account is no longer secure, Caterpillar reserves the right to deny You access to Encryption. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD, AND ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES, INCLUDING ALL INFORMATION PROVIDED OR RECEIVED THROUGH YOUR ACCOUNT.

c. Termination of Access. You agree that Caterpillar, in its sole discretion, may terminate Your username and password, account, or use of Encryption (or any part thereof), and remove and discard any Content within Encryption, for any reason, including, without limitation, for lack of use or if Caterpillar believes that You have violated or acted inconsistently with the letter or spirit of these Terms. Caterpillar may also in its sole discretion and at any time discontinue providing Encryption, or any part thereof, with or without notice. Further, You agree that Caterpillar shall not be liable to You or any third party for any termination of Your access to Encryption.  All provisions of these Terms related to warranties, confidentiality, limitation of liability, and indemnification shall survive the termination or expiration hereof.

3. Content.

a. Your Responsibilities For Content. You understand that all information, data, text, software, sound, photographs, graphics, video, messages or other materials on and transmitted through Encryption ("Content") are the sole responsibility of the person or entity where such Content originated. Therefore, You are entirely responsible for all Content that You upload, email, or otherwise transmit via Encryption. Unless permitted pursuant to a separately signed agreement, You agree to not email or otherwise provide to Encryption (a) Content which is confidential or proprietary to You or a third party; or (b) Content which You know or should have known: (i) embodies information under confidential restriction by any party; or (ii) is, or will be if made, used or sold by Caterpillar, covered by a patent, patent application, copyright, trade secret, or other intellectual property right owned by any person or entity other than Caterpillar.

b. Caterpillar Not Responsible For Content. Caterpillar does not control the Content emailed or otherwise transmitted via Encryption except by Caterpillar employees. Caterpillar does not guarantee the accuracy, integrity or quality of Content. Under no circumstances will Caterpillar be responsible or liable in any way for any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted or otherwise transmitted via Encryption. Caterpillar neither endorses nor is responsible for any opinion, advice, information, or statement made or displayed on Encryption by third parties. Caterpillar is not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. Under no circumstances will Caterpillar be liable for any loss or damage caused by Your reliance on such information obtained through Encryption. It is Your responsibility to evaluate, and Caterpillar cannot and does not take responsibility for, the veracity, reliability, or completeness of any opinion, advice, information, or statement available on Encryption.

c. Caterpillar's Right To Monitor. Caterpillar has no obligation to monitor Encryption or any materials that You or other third parties transmit to Encryption. However, You acknowledge and agree that Caterpillar has the right to monitor Encryption and the materials You transmit or post; to alter or remove any such materials (including, without limitation, any transmission); and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate Encryption properly; to protect Caterpillar, our partners and other participants; and to comply with legal obligations or governmental requests. 

Anyone who feels that Content is objectionable (including based on a belief that it infringes on the copyrights other intellectual property rights of others) is encouraged to notify the Encryption administrator  through the Caterpillar Help Desk at 1-800-435-7334.  This is a manual process, however, so please realize that the administrator may not be able to remove or edit particular messages immediately and any notification of such objectionable Content does not create an obligation on Carterpillar to remove it. 

d. Caterpillar Rights to Content. Please note that, because Encryption offers many opportunities to email, and therefore redistribute, Content You provide us, Caterpillar requires certain rights in that Content. Subject to Section 4, by sending or transmitting creative suggestions, ideas, notes, concepts, or other Content through Encryption, You grant Caterpillar and its designees a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Content in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Content. Caterpillar shall not be subject to any obligation, whether of confidentiality, attribution, or otherwise, regarding the Content, and Caterpillar shall not be liable for any use or disclosure thereof.

4. Confidential Nature of Content.

a. You will be exposed to Confidential Information and may assist in the creation of Confidential Information as a result of Your participation in Encryption. All such Confidential Information is and shall be owned by Caterpillar. You shall not use or disclose to any third party any such Confidential Information until instructed in writing to the contrary by Caterpillar. You agree to take all necessary steps to protect Confidential Information with at least the same degree of care that You use to protect Your own confidential and proprietary information of like kind, but in no event less than reasonable care.

b. "Confidential Information" includes all Content on Encryption unless such Content: (i) was already in Your possession prior to Your access to it on Encryption without restriction on its use or disclosure; (ii) is or becomes available to the general public through no act or fault of Yours; or (iii) is rightfully disclosed to You by a third party outside Encryption without restriction on its use or disclosure.

c. Upon completion of any topic or project on which Confidential Information was shared through Encryption, all Confidential Information in Your possession related to such topic or project shall be deleted or destroyed.

d. The terms of this Section 4 shall control Your use and disclosure of Confidential Information unless You and Caterpillar have entered into a separate signed agreement which pertains to the confidential information disclosed through Encryption, in which case the separate signed agreement shall control. 

5. Code of Conduct.

a. You agree not to use Encryption to upload, email or otherwise transmit:

(i) any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(ii) any material non-public information about companies without the authorization to do so, or any Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(iii) any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

(iv) any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

(v) any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

b. You agree during Your use of Encryption not to:

(i) express or imply that any statements You make are endorsed by Caterpillar without our prior written consent;

(ii) impersonate any person or entity, including, but not limited to, a Caterpillar official, or otherwise misrepresent Your affiliation with a person or entity; or

(iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through Encryption;

c. You agree during Your use of Encryption not to:

(i) interfere with or disrupt Encryption, or servers or networks connected to Encryption, or disobey any requirements, procedures, policies or regulations of networks connected to Encryption;

(ii) violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

(iii) collect or store personal data about other users.

(iv) modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of Encryption;

(v) remove any copyright, trademark, or other proprietary rights notices contained in Encryption;

(vi) "frame" or "mirror" any part of Encryption without Caterpillar's prior written authorization; or

(vii) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of Encryption or its Contents;

6. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF ENCRYPTION IS AT YOUR SOLE RISK. ENCRYPTION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CATERPILLAR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. CATERPILLAR MAKES NO WARRANTY THAT (i) ENCRYPTION WILL MEET YOUR REQUIREMENTS, (ii) ENCRYPTION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ENCRYPTION WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WHICH WERE FACILITATED THROUGH OR FROM ENCRYPTION WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE ENCRYPTION SOFTWARE WILL BE CORRECTED.

c. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ENCRYPTION IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.

d. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM CATERPILLAR OR THROUGH OR FROM ENCRYPTION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS UNLESS PURSUANT TO A SEPARATELY SIGNED AGREEMENT BETWEEN YOU AND CATERPILLAR.


7. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CATERPILLAR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CATERPILLAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE ENCRYPTION; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO WHICH WERE FACILITATED THROUGH OR FROM ENCRYPTION; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ENCRYPTION; OR (v) ANY OTHER MATTER RELATING TO ENCRYPTION. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages.  Accordingly, some of the above limitations and disclaimers may not apply to You.  To the extent that Caterpillar may not, as a matter of applicable law, disclaim any warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

8. Indemnification. You agree to indemnify, defend and hold Caterpillar, its officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise directly or indirectly out of or from (a) Your use of Encryption; (b) Your breach of these Terms; (c) any allegation that any Content that You submit or transmit to Encryption infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; or (d) Your violation of the Code of Conduct in Section 5 above.

9. Export and/or International Laws. You may not use or otherwise export or re-export Encryption, the Services or Confidential Information except as authorized by United States law and the laws of the jurisdiction in which the Services and Confidential Information was obtained. In particular, but without limitation, Encryption, the Services and Confidential Information may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using Encryption, you represent and warrant that your possession and use of the Encryption and Confidential Information will not violate any such laws and that You are not located in any such country or on any such list. You also agree that you will not use Encryption, the Services or Confidential Information for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

10. Miscellaneous. This Agreement is governed by and construed in accordance with the laws of the State of Illinois, United States of America, without regards to its principles of conflicts of law. You agree to personal jurisdiction by the federal and state courts located in the state of Illinois, United States of America, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. These Terms encompass the entire agreement between You and Caterpillar relating to the subject matter herein and supersedes any all prior or contemporaneous written or oral Agreements between You and Caterpillar. These Terms are not assignable, transferable or sublicensable by You. No waiver by Caterpillar of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.  Caterpillar may change these Terms at any time.  The amended Terms will be effective upon posting on Encryption.  Your continued use of Encryption constitutes Your acceptance of any amended Terms and Your agreement to be bound by such amended Terms.