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This legal notices document (the “Agreement”) is provided by Toyota Motor Europe NV/SA, with registered office at Bourgetlaan 60 – Avenue du Bourget 60, 11040 Brussels, Belgium and company number RPR/RPM 0441 571 714, ("TME"), as a service to its Suppliers (“Supplier”). This Agreement shall supplement all terms and conditions (the “Terms and Conditions”) between Supplier and TME, or between Supplier and any other Toyota European Manufacturing Company or other Toyota affiliates (a “Toyota Party”). This Agreement controls the use of the “Toyota Europe Supplier Network” which includes the TME Global Supplier Portal, all applications associated, and any and all other current or future electronic applications developed or implemented by TME at any time (collectively, the “Toyota Europe Supplier Network”). By using the Toyota Europe Supplier Network, Supplier agrees to the terms of this Agreement. References to TME, where applicable, include all other Toyota Parties. This Agreement is a Permanent Amendment (as that term is defined in the Terms and Conditions) to the Terms and Conditions.
RESTRICTIONS ON USE OF MATERIALS
The Toyota Europe Supplier Network site is owned and operated by TME. The site contains trademarks, service marks, logos, copyrights, proprietary information and other content owned by TME (collectively, “Materials”). As between Supplier and TME, TME is the sole owner of all Materials on the Toyota Europe Supplier Network site. No Materials provided to Supplier by TME, as part of the Toyota Europe Supplier Network or from any other web site owned, operated, licensed or controlled by a Toyota Party, may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that Supplier may download Materials on any single computer for Supplier use only, in conformity with all Toyota Europe Supplier Network procedures, provided Supplier keeps intact all copyright and other proprietary notices. Modification of the Materials, or use of the Materials (including applications or other materials derived from use of any Materials, which are “Derived Materials”) for any other purpose, is a violation of trademark, copyright and other proprietary rights of TME. Derived Materials are the property of TME. The use of any such Material or Derived Material on any other web site or networked computer environment is prohibited. All trademarks, service marks, and trade names are proprietary to TME. Materials and Derived Materials are collectively referred to as “Materials” from time to time.
In the event Supplier downloads data or TME proprietary software from the Toyota Europe Supplier
Network site, the data or proprietary software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software"), are licensed to Supplier by TME. TME does not transfer title to the Software to Supplier. Supplier owns the medium on which the Software is recorded, but TME retains full and complete title to the Software and all intellectual property rights therein. Supplier may not redistribute, sell, reverse engineer, disassemble, or otherwise reduce the Software to any other form.
Information, data, text and other materials that Supplier posts or transmits to the Toyota Europe Supplier
Network site or supply to TME is referred to as “Supplier Content.” By posting or transmitting Supplier Content to the Toyota Europe Supplier Network site, Supplier agrees that Supplier is solely responsible for the origination, accuracy, completeness, ownership, publication and dissemination of Supplier Content. Supplier agrees that any Supplier Content will not contain software viruses or any other computer code, files or programs designed to, or which may interrupt, destroy or limit the functionality of any computer software or hardware, any other telecommunications equipment or any other part of the Toyota Europe Supplier Network.
The registered and non-registered trademarks of TME, Toyota Motor Corporation or any of its affiliates, including but not limited to any use of the name “Toyota,” may be used publicly only with permission from TME. Any use of these trademarks in advertising and promotion of products is prohibited without a prior written agreement from TME. All registered and non-registered trademarks, data, software, graphics, logos, button icons, images, audio clips, designs, illustrations, configurations, displays, screens, concepts and other materials and information appearing on, or contained within the Toyota Europe Supplier Network (“Toyota Property”) is the exclusive property of the applicable Toyota Party or third party licensor, and any use of such materials or information other than as provided for in this Agreement is strictly prohibited.
OWNERSHIP OF MATERIALS
All Toyota Property and other Materials provided as part of the Toyota Europe Supplier Network are copyrighted and are protected by worldwide copyright laws and treaty provisions. TME reserves the right to copyright any Derived Materials. Toyota Property and other Materials (and any copyrighted Derived Materials) may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without prior written agreement from TME. TME does not grant any express or implied right or license to Supplier under any patents, copyrights, trademarks, or trade secret information.
Supplier agrees to use "browser" software and other software required by TME that supports a data security protocol compatible with the protocol used by TME for the Toyota Europe Supplier Network. Until notified otherwise by TME, Supplier agrees to use software that supports the Secure Socket Layer (SSL) protocol, the Supplier Interface or other protocols accepted by TME for all security requirements and to follow all Toyota Europe Supplier Network log-on and other procedures for electronic services that support such protocols (the “TME Protocols”). In the event TME in its sole discretion upgrades, changes, modifies, fixes or enhances the TME Protocols, Supplier agrees, upon notice from TME, to promptly upgrade or modify such protocols. TME is not responsible for notifying Supplier of any generic upgrades, fixes or enhancements to any such software, or for any compromise of data transmitted across computer networks or telecommunications facilities, including the Internet.
In connection with the Terms and Conditions and Toyota Europe Supplier Network, TME may use requests for quotation, electronic purchase orders, surveys, releases and other documents developed or implemented from time to time by TME as electronic forms (collectively, “Electronic Forms”) to supplement written documents (collectively, “TME Written Forms”) used with the Terms and Conditions. Written Forms include, but are not limited to, Releases, SPTT documents, SPTT Surveys, Additional Documents, Purchase Orders and Operational Documents, as these terms are defined in the Terms and Conditions. From time to time, Electronic Forms will supplement Written Forms, or Electronic Forms may replace Written Forms entirely. TME reserves the right to set policies and procedures, from time to time, for the transition to, and implementation of, Electronic Forms, and such policies and procedures will be modifications to this Agreement as posted on the Toyota Europe Supplier Network. All policies and procedures will become effective as of the date established by TME. In the event TME uses Electronic Forms, it is understood that all Materials, data and other information required for or associated with the completed electronic form, which may include Supplier Content (collectively, “Electronic Form Content”), will be entered, stored and transmitted electronically, both within the computer systems maintained by TME for the Toyota Europe Supplier Network, and within computer systems maintained by Supplier. In addition, both TME and Supplier may use the same or different software to prepare, transmit, store and produce written copies of the applicable electronic forms. It is also understood that in the transmission of Electronic Form Content from TME to Supplier, and in the storage and retrieval of such content using the same or different software, errors, miscommunications and other mistakes can occur for reasons solely related to the transmission and interfaces used to read the Electronic Form Content, or otherwise. Notwithstanding the foregoing, the following procedures shall apply to all Electronic Forms.
1. The Electronic Form Content for Electronic Form, as maintained, stored or reproduced by
TME from the Toyota Europe Supplier Network, shall be the controlling form and record of such content
Electronic Form Content for any Electronic Form shall not be deemed to have been received by TME, and no such content, form or transmission shall give rise to any obligation on the part of TME, until accessible to TME as part of the Toyota Europe Supplier Network, pursuant to such procedures and protocols as established by TME from time to time.
2. In the event of inconsistencies, conflicts, ambiguities or other disagreements between any Electronic Form Content as maintained by TME and the same or similar Electronic Form Content as maintained by Supplier, the version of such content maintained by TME shall control.
3. Any paper or printed copies of Electronic Form Content generated by Supplier from software, facsimile or other electronic means (collectively, “Supplier Written Records”) shall be for Supplier convenience and/or internal records only, and shall not replace or modify the provisions or terms of any Electronic Form Content as maintained by TME. In the event of inconsistencies, conflicts, ambiguities or other disagreements between any Electronic Form Content as maintained by TME and any Supplier Written Records, the version of the Electronic Form Content maintained by TME shall control.
4. TME reserves the right to (1) continue the use of TME Written Forms, (2) prepare, print or otherwise generate from software, by facsimile or other electronic means, written copies of Electronic Form Content (collectively, “TME Written Records”). In the event TME uses TME Written Forms, or produces TME Written Records, the TME Written Forms and TME Written Records shall be controlling and binding on Supplier, notwithstanding any other writings between the parties.
THE TOYOTA EUROPE SUPPLIER NETWORK AND ALL MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY ELECTRONIC FORMS AND SOFTWARE, ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. TME , WITHOUT LIMITING THE FOREGOING, SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (1) WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE AND (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, USEFULNESS, OR OTHERWISE OF THE TOYOTA EUROPE SUPPLIER NETWORK, ITS CONTENT, ANY ELECTRONIC FORMS OR MATERIALS. IN NO EVENT SHALL TME OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE ELECTRONIC FORMS OR MATERIALS, EVEN IF TME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TME will make reasonable efforts to provide accurate information to Supplier, however, TME does not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within these Materials or any Electronic Forms. TME may make changes to Electronic Forms and Materials, or to the products described therein, at any time without notice. TME makes no commitment to update the Electronic Forms or Materials, but in the event TME in its sole discretion upgrades, changes, modifies, or enhances Electronic Forms or Materials, Supplier agrees to promptly upgrade or modify such protocols.
LIMITATION OF LIABILITY
The Toyota Europe Supplier Network utilizes the Internet to transport data and communications.
TME will take reasonable security precautions to safeguard data and communications (including, but not limited to maintaining Security Requirements (defined later in this Agreement). TME, its officers, directors, employees, parent companies, affiliates, successors or assigns, shall not be liable to any Supplier or other party for any indirect, direct, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, and the like; collectively, “Damages”), arising in any way out of, caused by or related to (1) Communications line failure, systems failure, and other occurrences beyond its control related to the operation of the Toyota Europe Supplier Network, (2) any unauthorized use of the Toyota Europe Supplier Network by any user (including current or former Authorized Users [defined later in this Agreement], representatives, employees, agents or other personnel of Supplier) or third party who gains access to Toyota Europe Supplier Network by use of Passwords (defined later in this Agreement)or otherwise, (3) the use of or inability to use the Toyota Europe Supplier Network, including any electronic forms, manuals, data, content, information and software, even if TME has been advised of the possibility of such damages, or (4) any breach of Security Requirements (defined later in this Agreement) by TME (other than in the case of intentional conduct by authorized TME employees) or as a result of any intentional or unintentional conduct, including negligence, by Supplier, its current or former Authorized Users or its representatives, employees, agents or other personnel. TME will not be responsible for any costs Supplier incurs to connect to the Toyota Europe Supplier Network. This section shall survive termination or expiration of this Agreement
TME makes no warranty to Supplier of any kind concerning the Toyota Europe Supplier Network, nor will any warranty be implied from providing the system to Supplier, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. In no event will TME, its officers, directors, employees, parent companies, affiliates, successors or assigns, be liable to any party (1) for any indirect, direct, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, and the like), or (2) any other damages arising in any way out of the availability, use, reliance on, or inability to use the Toyota Europe Supplier network, even if TME or its registered agent have been advised of the possibility of such damages, and regardless of the form of action.
Supplier is not required to provide any personal information on the public area of the Toyota
Supplier Network unless Supplier chooses to do so. Toyota Europe Supplier Network uses an infrastructure which maintains a record detailing the use of the website each time a Supplier accesses the Toyota Europe
Supplier Network. The information captured includes the domain name of the Supplier, web page entry and exit points to the Toyota Europe Supplier Network, a history of the pages visited by a Supplier on the Toyota Europe Supplier Network and the amount of time spent on the site (collectively, "Tracking Information").
TME reserves the right to collect Tracking Information and other information collected through cookies (“Site Data”). TME further reserves the right to use all Site Data for its own business purposes, including monitoring the use of the Toyota Europe Supplier Network and the activity of any Supplier, and for other general commercial purposes. In any commercial use of Site Data, TME agrees not to provide Site Data to any third party, which identifies particular Suppliers or specific transactions.
TME and the Toyota Europe Supplier Network use state-of-the-art encryption technology to protect the transmission of data, but e-mail is not encrypted to/from the public area of the Toyota Supplier Network. TME recommends that Supplier not send us personal information by Internet e-mail. For purposes of this Agreement, “Authorized User” means any representative, agent or employee Supplier authorizes to act on its behalf as a contact, editor, surrogate, viewer, system administrator or other user types under the Toyota Europe Supplier Network. Supplier represents on a continuing basis that any Authorized User has both actual and apparent authority to have viewing access to and control over the Toyota Europe Supplier Network on behalf of Supplier for all data, correspondence and other communication by or to Supplier. TME may conclusively rely on all information provided to it by any Authorized User in conjunction with or as part of the use of the Toyota Europe Supplier Network, including all Supplier Content and Electronic Form Content, all without need for any other action or verification of the actual or apparent authority of any Authorized User.
TME will provide Supplier with login protocols for each Authorized User, including but not limited to procedures for login identifications, supplier codes and sales contact identification numbers (collectively, “Passwords”), as well as portal management system, verisign certification and SSL encryption requirements (collectively, “Security Requirements”). Supplier agrees to comply with all Security Requirements, and to promptly implement any changes, modifications or amendment to safety requirements as established by TME from time to time. Supplier further agrees to safeguard all Security Requirements and to both limit and discourage the sharing of Passwords by Authorized Users. Supplier is responsible for all activities that occur under Supplier Passwords, and will keep Supplier Password(s) confidential. Supplier will be strictly liable for all acts or omissions of such Authorized User (including current and former Authorized Users) in violation of the provisions of the Toyota Europe Supplier Network. Supplier will immediately notify TME of (1) any unauthorized use of its Passwords or any other breach of security, (2) the termination, retirement or replacement of any Authorized User no longer employed by Supplier or no longer qualified as an Authorized User, and (3)
any other matters material to the use, activation, replacement, de-activation or other use of Passwords or other Security Requirements that arise under or are related to use of the Toyota Europe Supplier Network by Supplier or any current or former Authorized User. TME will have no responsibility for any claims of any kind arising out of or related to authorized or unauthorized use of Passwords, even if notified of unauthorized use of Passwords by Supplier. Supplier will not disrupt the functioning of the Toyota Supplier Network, solicit another supplier's Password, or otherwise act in a way that interferes with other supplier's use of the Toyota Europe Supplier Network. Supplier will not post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information.
For TME, the term "TME Confidential Information" shall mean: (1) any items, concepts, processes, technical know-how or information provided to Supplier by TME relating to the Toyota Europe Supplier Network and (2) all documents, records, data compilations, computerized records, other items, concepts, processes or information to which Supplier may be provided access by TME; and (3) any other information regarding TME or any Toyota Party derived by Supplier as a result of utilizing the Toyota Europe Supplier Network. The term "TME Confidential Information" shall not include information that: (1) is or becomes available in the public domain through no wrongful act on the part of Supplier; (2) is already in the possession of Supplier prior to Supplier utilizing the Toyota Europe Supplier Network; (3) is independently developed by Supplier; or (4) where Supplier believes in good faith that disclosure is required under law, to cooperate with regulators or law enforcement authorities. Except as otherwise authorized in writing by TME, or except as may be required by an appropriate court or government agency, Supplier will not, and will not permit any Authorized User, related parties, or any other person under Supplier’s control to, (1) communicate, disclose, describe or otherwise make known any TME Confidential Information to any person or entity not bound by a confidentiality agreement; or (2) use any TME Confidential Information for the benefit of Supplier, or for any purpose which may adversely affect TME or other Toyota Party. For Supplier, the term "Supplier Confidential Information" shall mean: (1) any proprietary, business, personal information, concepts, processes, technical know-how or information provided to TME by Supplier and relating to the Toyota Europe Supplier Network and (2) all documents, records, data compilations, computerized records, other items, related thereto, and (3) any other information regarding Supplier derived by TME or a Toyota Party as a result of the use of the Toyota Europe Supplier Network by Supplier. The term "Supplier Confidential Information" shall not include information that: (1) is or becomes available in the public domain through no wrongful act the part of TME or other Toyota Party; (2) is already in the possession of TME or other Toyota Party prior to Supplier utilizing the Toyota Europe Supplier Network; (3) is independently developed by TME or other Toyota Party; or (4) where TME or other Toyota Party believes in good faith that disclosure is required under law, to cooperate with regulators or law enforcement authorities. Except as otherwise provided below, as authorized in writing by Supplier, or except as may be required by an appropriate court or government agency, TME will not (1) communicate, disclose, describe or otherwise make known any Supplier Confidential Information to any person or entity not bound by a confidentiality agreement; or (2) use any Supplier Confidential Information for any purpose which may adversely affect Supplier or any of its business operations. TME reserves the right to disclose or report personal information or Supplier Confidential Information in limited circumstances where it believes in good faith that disclosure is required under law, to cooperate with regulators or law enforcement authorities, to perform necessary audits or reports concerning the Toyota Europe Supplier Network, to protect TME intellectual or other rights or property, or upon reasonable request by TME. In the event TME shares personal information or Supplier Confidential Information with an agent or affiliate, it will use its best efforts to protect that information with a written confidentiality agreement. Companies that TME hires to provide support services or act as its agent must conform to TME privacy standards. TME corporate policies require that employees with access to personal information or Supplier Confidential Information may not use or disclose the information other than in the ordinary course of business as part of their duties with TME or other Toyota Parties.
By agreeing to use the Toyota Europe Supplier Network, Supplier agrees to defend, indemnify and hold TME, its affiliates, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from use of the Toyota Supplier Network by Supplier, any violation of this Agreement by Supplier, or any Supplier Content Supplier posts on or through the Toyota Europe Supplier Network.
The Laws of Belgian shall govern this Agreement, without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be severed from this Agreement and shall not affect the validity and enforceability of any remaining provisions. TME controls the Toyota Europe Supplier Network from its offices in the Europe. Suppliers who access this network from other locations do so on their own initiative, and are responsible for compliance with local laws. Supplier agrees that any claim or dispute with TME or relating in any way to the Toyota Europe Supplier Network shall be commenced and heard in the courts of Belgium and Supplier agrees and expressly consents to the exercise of personal jurisdiction in the courts of Belgium in connection with any such claim or dispute. This Agreement supplements (as a Permanent Amendment) the Terms and Conditions between the parties, and in the event of any conflict, the provisions of the Terms and Conditions shall control.
Supplier acknowledges that, in providing Supplier with access to and use of the Toyota Europe Supplier Network, TME has relied upon the agreement of Supplier to be bound by the terms of this Agreement, the Terms and Conditions and any user or license agreement(s) related to or accompanying the Toyota Europe Supplier Network or any related software. Supplier acknowledges that Supplier has read, understood and agreed to be bound by the terms of (1) the user license agreement of any software utilized by Supplier in connection with the Toyota Europe Supplier Network, (2) this Agreement and (3) the Terms and Conditions, all as currently in effect and amended from time to time. Supplier will promptly provide TME with written notice of any changes to its e-mail address and will accept electronic communications from TME at the e-mail address it specifies. Supplier shall be bound by any affirmation, assent or agreement transmitted to TME via computer through the Supplier Interface or by other electronic means, including but not limited to, any consent Supplier give to receive communications from TME solely through Supplier Interface electronic transmission. Supplier further acknowledges that any decision or action to click on an "I agree," "I consent" or other similarly worded "button" or entry field using a mouse, keystroke or other computer device, shall be deemed and constitute its agreement or consent to such decision or action, and will be legally binding and enforceable and the legal equivalent of the handwritten signature of Supplier. This Agreement and the Terms and Conditions may be modified by TME from time to time and at any time, and without actual notice to Supplier from TME. All such changes will appear on this page of the Toyota Europe Supplier Network site. Supplier is encouraged to check for changes to this Agreement regularly. By using the Toyota Europe Supplier Network following any modifications to this Agreement or the Terms and Conditions, Supplier will have confirmed its acceptance of the modification by ongoing use of the network by Supplier.