Doggett's MyDealer Customer Portal - Terms and Conditions

PORTAL END USER LICENSE AGREEMENT

IMPORTANT -- READ CAREFULLY: Welcome to the Doggett Heavy Machinery Services, LLC and W.L. Doggett, LLC (collectively "DOGGETT") MyDealer Portal (the "Portal"). By clicking the "YES" button, the user ("You") agree(s) to be bound by the terms and conditions contained in this agreement (the "Agreement') and the terms and conditions of the DOGGETT’s privacy notice, which are published at https://www.doggett.com/privacy-policy and which are incorporated herein by reference. To the extent there is a dispute between DOGGETT’s privacy policy and this Agreement, the terms of this Agreement shall supersede. The privacy notice explains how DOGGETT treats your personal information, and protects your privacy, when you use the DOGGETT Portal. DOGGETT may change the terms of this Agreement and/or the privacy notice from time to time without notice to you, and you are responsible for the then current version of the policies in effect at all times. If you do not agree to be bound by these terms and conditions or privacy notice policies, you may not use the DOGGETT Portal.

Modifications

You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement at any time and at our sole discretion. By using the DOGGETT Portal, you agree to be bound by any such modifications and should therefore periodically review the DOGGETT Portal to determine the then current terms and conditions of use to which you are bound. You will note that at the bottom of this Agreement, the date of last modification is indicated. You are encouraged to check the revision date with each use to ensure you are comfortable with the latest revisions. If you are dissatisfied with the DOGGETT Portal site, its content or this Agreement as it may be revised, you agree that your sole and exclusive remedy is to discontinue using the portal.

Termination

You agree that DOGGETT may terminate this Agreement, for any reason at our sole discretion, at any time, by providing you 7 days' advance notice, and that DOGGETT reserves the right to change, suspend, or discontinue all or any aspects of the DOGGETT Portal, for any reason at our sole discretion, at any time, or discontinue any particular user’s access to the DOGGETT Portal for any reason in DOGGETT’s sole discretion, without liability that user.

User Restrictions

You agree that:

You are authorized the use the Portal by the company associated with the account linked to your access to the Portal, if any. If you make any orders, you have full authorization from the company or person responsible for making payment for same to make such order.
You are fully responsible for the activity that occurs on your account, if the entity/company denies responsibility, you agree that you will be personally responsible for charges associated with such activity—Doggett expressly disclaims any implied admissions associated with this paragraph.
You will not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of the Portal.
You will not make illegal use of the Portal or use it for purposes which are illegal.
You will not interfere with anyone else who is a user of the Portal in their use of the Portal.
You will follow U.S. and international laws regarding transmitting data and you will not attempt to gain access to our computer system or any other computer systems.
You will not remove, obscure, or alter any notice of any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the portal.
You will not access (or attempt to access) any product or services offered via the DOGGETT Portal by any means other than the interface that is provided by DOGGETT.
You will ensure only people authorized by you or the company you work for use the DOGGETT Portal, and you acknowledge that this representation includes preventing others from using or sharing your credentials.

Passwords

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the DOGGETT Portal. Accordingly, you agree that you are solely responsible to DOGGETT for all activities that occur under your account. If you become aware of any unauthorized use of your password on the DOGGETT Portal or your account, you agree to notify DOGGETT immediately at humanresources@doggett.com. You agree to not share your credentials or suffer others logging in with your credentials.

Monitoring

We reserve the right, and you acknowledge our right, to log, review, and otherwise examine any information stored on or passing through our networks or systems, including the DOGGETT Portal.

Downtime and Service Suspensions

Your access to and use of the Services may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions. We shall also be entitled, without any liability to you, to suspend access to any portion or all of the Portal at any time on a system-wide, or individual, basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Portal; (b) in the event of a denial of service attack or other attack on the Portal or other event that we determine, in our sole discretion, may create a risk to the applicable Portal, to you or to any of our other customers if the Portal service were not suspended; or (c) in the event that we determine that any Portal service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons.

Rights to Use of DOGGETT Portal

DOGGETT grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the DOGGETT Portal as part of the services being provided to you by DOGGETT. This license is for the sole purpose of enabling you to use and enjoy the benefit of the DOGGETT Portal and services, in the manner permitted by this Agreement. In exchange for your right to use the DOGGETT Portal, you agree that DOGGETT may use any information you submit or reveal during your use of the DOGGETT Portal for any purpose DOGGETT sees fit without limitation and forever. You may not, and you may not permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the DOGGETT Portal or any part thereof. Except as expressly provided herein, unless DOGGETT has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the DOGGETT Portal, grant a security interest in or over your rights to use the DOGGETT Portal, or otherwise transfer any part of your rights to use the DOGGETT Portal.

Intellectual Property

The content on the DOGGETT Portal including without limitation, the text, software, scripts, graphics, photos, sounds, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to DOGGETT subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the DOGGETT Portal is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of respective owners. DOGGETT reserves all rights not expressly granted in and to the DOGGETT Portal and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the DOGGETT Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the DOGGETT Portal or the Content therein.

Copyright and Trademark Policies

It is DOGGETT's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, without limitation, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of infringers.

Warranty Disclaimers and Limitation of Liability

Except as specifically set forth in this Agreement, DOGGETT makes no other representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose, with respect to the Portal. You agree that use of the Portal is at your sole risk. The Portal is provided on an "as is" and "as available" basis.

Neither DOGGETT nor its owners, employees, affiliates, agents, affiliates, or designees nor each of their respective officers, directors, employees, agents, contractors, subcontractors or the like (collectively, "Associates") warrant that use of the Portal site will be uninterrupted or error-free.

UNDER NO CIRCUMSTANCES SHALL DOGGETT OR IT ASSOCIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, PROGRAMS OR INFORMATION, EVEN IF AAA OR SUCH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, THAT RESULT FROM, ARISE OUT OF OR OTHERWISE RELATE TO YOUR USE OF OR INABILITY TO USE THE DOGGETT PORTAL SITE, OR ANY WEBSITE LINKED TO THE DOGGETT PORTAL SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE DOGGETT PORTAL THAT RESULTS IN MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OR CORRUPTION OF FILES, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR ANY LOSS OF PROFIT, LOSS OF GOODWILL OR DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER INTANGIBLE LOSS SUFFERED. IN NO EVENT SHALL THE TOTAL LIABILITY OF DOGGETT TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS AND USE OR YOUR USE OF THE PORTAL, EXCEED, IN THE AGGREGATE, THE AMOUNT OF PORTAL USE FEES, IF ANY, PAID BY YOU TO DOGGETT TO USE THE PORTAL.

The DOGGETT Portal utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using the DOGGETT Portal, you expressly agree to not hold DOGGETT or its Associates liable in the event of unauthorized access and subsequent use of your company and/or personal information. The foregoing Limitation of Liability shall apply in any action, whether in contract, tort or any other claim, even if an authorized representative of DOGGETT has been advised of or should have knowledge of the possibility of such damages.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS DOGGETT AND ANY OF ITS ASSOCIATES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COST OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) ARISING FROM: (I) YOUR USE OF AND ACCESS TO THE DOGGETT PORTAL; (II) YOUR VIOLATION OF ANY TERM OF THIS AGREEMENT; OR (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE DOGGETT PORTAL.

Notices

All notices by you to us shall be by email to marketing.info@doggett.com, with copy to legal@doggett.com.

All notices by us to you shall be to the email address associated with your DOGGETT Portal account.

Entire Agreement

This Agreement constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.

Severability

If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

Waivers

The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

Successors and Assigns

This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DOGGETT without restriction.

Relationship

Nothing in this Agreement is intended to or does create any type of joint venture, partnership, any employer/employee or fiduciary or franchise relationship between you and us (or any of our Associates).

Governing Law

This Agreement shall be construed and enforced according to the laws of the State of Texas applicable to agreements made and to be performed wholly within the State of Texas. You agree to submit to the exclusive jurisdiction of the courts located within the State of Texas, City of Houston, to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that DOGGETT shall still be entitled to apply for any necessary injunctive remedies in any jurisdiction.

Arbitration

Except for complaints to the Federal Trade Commission, all disputes relating in any way, directly or indirectly, arising out of this Agreement or your use of the Portal will be subject to arbitration. All arbitration proceedings shall be conducted according to the rules of the American Arbitration Association (“AAA”) in Houston, Texas including any dispute about the scope of this arbitration agreement, and including all questions about the types of disputes that are subject to this arbitration agreement, all of which you agree will be decided by the arbitrators, whose decision will be final and binding on you. Any issue concerning the extent to which a dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of this agreement, including any contention that all or part of this agreement is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators.

You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrators determine, in their sole discretion, to be necessary. Further, in any arbitration proceeding, (i) the only damages allowed shall be subject to the limitation of liability stated above and (ii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorneys’ fees. The proceeding and the decision shall be kept confidential by the parties. All claims you may have under this Agreement must be brought within one (1) year of the date on which the claim arose.

Last Revision Date

This Agreement was last revised on July 21, 2020.

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