Terms and Conditions for the
use of eSupplierConnect website
1. INTRODUCTION AND ACCEPTANCE
The present document is providing the Terms and Conditions for the use of the
"eSupplierConnect" website published at
"fcagroup..esupplierconnect.com"
(respectively the "Terms of Use" and the "Supplier Portal")
jointly owned by Stellantis Europe S.p.A.
("FCAIT"), FCA US LLC and its subsidiaries ("FCA US") and
FCA Fiat Chrysler Automóveis Brasil
Ltda. ("FCA Brasil") (FCAIT, FCA US and
FCA Brasil collectively "FCA") to which
anyone wishing to navigate on the Supplier Portal shall comply.
If you agree to these Terms of Use, please signify
your agreement by clicking "I AGREE" below. If you do not agree, or
if you have any questions, please click "I DO NOT AGREE." If you
click "I DO NOT AGREE", you will not be able to access the Supplier
Portal. The access to the Supplier Portal and every activity that implies the
navigation on the corresponding web pages are reserved to legal people and
adults and constitutes full acceptance of the Terms of Use.
Whereas in the web pages of the Supplier Portal are
offered products and services or presented contents subject to special terms
and conditions as described in such pages, these special conditions shall
prevail on the present Terms of Use.
By agreeing to these Terms of Use, you agree to these
Terms of Use for each person who uses the Supplier Portal on behalf of the
company to which you belong to ("Supplier"), including its parent
companies, affiliates, subsidiaries, representatives, officers, directors,
Supplier's employees, contract workers, agents or other individuals who
Supplier authorizes to access the Supplier Portal, or to access and use any
Supplier application or additional or new supplier application now or in the
future, (collectively "Users"). Users may access the Supplier Portal
as: (i) Supplier Security Administrator ("SSA),
that means or (a) the person that has been appointed as root-administrator by
the Supplier to manage the relevant Supplier Portal (Primary Administrator), or
(b) the person that has been appointed as top or basic administrator by a
Primary Administrator to manage the relevant Supplier Portal (Secondary
Administrator); or (ii) final User, that means the person that has been
appointed by a SSA to access the Supplier Portal as end user.
2.
ACCESSING THE SUPPLIER PORTAL
To access the Supplier Portal you will provide FCA
with your registration data and will be provided a supplier ID number ( "ID") and a password ("Password") that
you will use to access the Supplier Portal.
ID and Password are strictly personal. You shall
carefully file ID and Password, keep them secret and reserved, not communicate
or assign them to anyone else and promptly inform FCA in case of loss,
plagiarism and communications to others. Supplier and you must therefore take
measures to maintain the confidentiality of those IDs and Passwords and enforce
those measures with all Users.
In case you are a SSA, in addition, as
part of the registration process, FCA may give you (or has given you if you are
migrating) the right under these Terms of Use: (i) to
grant access to any number of Users; and (ii) to grant these same privileges
that you have as an SSA to one or more other individuals so that those
individuals can grant access to Users, in each case, only if (a) Supplier
agrees (as it does when you agree to these Terms of Use) to remain responsible
for each SSA's and each User's compliance with these Terms of Use and (b) the
SSA granting a User access to the Supplier Portal has knowledge that the
individual is one who needs such access, on behalf of Supplier, to engage in
activities directly related to Supplier's relationship with FCA.
Supplier is solely responsible for all
acts or omissions of any User who accesses the Supplier Portal using an ID or
Password of any User, including compliance with these Terms of Use.
3. REVOKING OR BLOCKING USER ACCESS
In case you are a SSA, you must take
reasonable measures to identify when a User is no longer an employee or
otherwise no longer has any connection with Supplier's relationship with FCA.
You, as a SSA, must then revoke such User's access to the Supplier Portal. This
will block or revoke each of Supplier's User's access to the Supplier Portal permanently
or temporarily, as applicable. FCA is not responsible for such occurrences. In
addition, FCA has the unilateral right to require Supplier to revoke a User's
access for any reason or to block or revoke access to all Users of a Supplier.
4. NO UNAUTHORIZED ACCESS
No User may access, or attempt to access,
any applications or areas of the Supplier Portal that the User is not
authorized to access as described above.
5. CONTENT
"Portal Content" means the
information, data and materials available on the Supplier Portal, (including
any application on the Supplier Portal), including "User-supplied
Content" as defined below and "User-linked Third Party Content"
as defined below. Portal Content may come from a variety of sources, both human
and machine, and the information, data and materials can also be changed by a
variety of sources, both human and machine.
"User-supplied Content" means all
information, data or materials that any user, including Users puts into or
creates or modifies in the Supplier Portal.
"User-linked Third Party Content" means all
linked websites that a user, including Users may add to its "My
Favorites" section of the Supplier Portal and all content of those linked
sites.
"Supplier
Content" means only that portion of the User-supplied Content and
User-linked Third Party content that originates with a User of Supplier.
"Other
Third Party Content" means: (i) all of the
content of websites that a User can link to from the Supplier Portal; (ii) all
of the information, data or materials that any user (who is not User) puts into
or creates or modifies in the Supplier Portal; and (iii) all linked websites
that any user (who is not Supplier's User) adds to his or her "My
Favorites" section of the Supplier Portal and all content of those linked
sites.
6.
DISCLAIMER OF WARRANTIES
THE FUNCTIONALITY OF THE SUPPLIER PORTAL AND ALL
PORTAL CONTENT AND OTHER THIRD PARTY CONTENT IS PROVIDED TO YOU "AS
IS," WITHOUT ANY WARRANTIES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
QUALITY, TITLE, AND NON-INFRIGEMENT, SUPPLIER AND ITS USERS USE THE SUPPLIER
PORTAL, AND THE INTERNET AND ALL CONTENT OF ANY TYPE ENTIRELY AT SUPPLIER'S OWN
RISK. Without limiting the foregoing, FCA expressly disclaims responsibility as
follows:
a)
Responsibility for Data Accuracy, Errors,
Destruction or Delay.
FCA Portal Content or Other Third Party Content; (ii) any delay in the
transmission of any Portal Content or Other Third Party Content; or (iii) the
destruction of any Portal Content or Other Third Party Content by anyone or any
system, in each case, even if the error, delay or destruction, as applicable,
harms Supplier, its parents companies, affiliates , subsidiaries,
representatives, officers, directors, Supplier's employees, contract workers,
agents or otherwise affects their ability to meet its obligations to FCA or any
third party.
b)
Responsibility for Security of the
Internet.
FCAa is not responsible for the security of, or for
unauthorized access or use or other security violations by anyone, in each
case, for either the Supplier Portal or the Internet, even if the security
violation harms Supplier its parents companies, affiliates , subsidiaries,
representatives, officers, directors, Supplier's employees, contract workers,
agents or otherwise affects their ability to meet its obligations to FCA or any
third party.
c)
Responsibility for Unavailability, Service
Levels or the Internet.
FCA is not responsible for the availability of, or lack of availability of, or
the speed or response time, or technical or other support in the event of
malfunctions, delays or outages, in each case, for either the Supplier Portal
or the Internet, even if the unavailability, speed or response time or lack of
or deficient support harms Supplier or otherwise affects Supplier's ability to
meet its obligations to FCA or any third party.
d)
Responsibility for the business results
that Supplier or its Users obtain from use or the inability to use the Supplier
Portal. FCA is not responsible for the business results that Supplier or its
Users obtain when they use, or when they are unable to use, the Supplier
Portal, (including any of its applications and all Portal Content and Other
Third Party Content), or when they use the Internet.
7. OWNERSHIP AND PROTECTION OF FCA CONFIDENTIAL INFORMATION AND DATA
a)
Pricing, cost and other financial
information, including but not limited to FCA/Company's pricing for purchased
parts or tools on purchase orders or engineering or manufacturing change
notices, dealers prices for vehicles or parts, warranty costs, transportation
rates;
b)
Engineering, Design and Manufacturing
information, including processes, data, transactions, current and future
products and plans, volumes, capacity, transportation and delivery schedules;
c)
Sales and Marketing information; and
d)
Quality information, including
FCA/Company's parts approval process, defect reports and history.
Supplier agrees that it and each User may
not use or disclose any Confidential Information other than for the express
purpose of conducting Supplier's ordinary business of providing goods or
services to FCA/Company.
8.
OWNERSHIP AND RESPONSIBILITY FOR SUPPLIER CONTENT
Supplier has sole responsibility for Supplier Content,
including responsibility for obtaining all permissions or licenses to enter,
modify or transmit the Supplier Content. Supplier retains whatever ownership or
rights it may have in any Supplier Content. Supplier grants FCA the right to
use, publish, modify, create derivatives work of and display all Supplier
Content in connection with operation and use of Supplier Portal by FCA and any
other user.
9.
COMPLIANCE WITH LAWS
Supplier and each User must comply with all Laws.
"Laws" means all laws applicable to the access or use of the Supplier
Portal and all information or other content, including Supplier Content that
Supplier or a User creates or transmits using the Supplier Portal, including
but not limited to all United States, Italian, Brazilian and all applicable
federal, state and local laws, statutes, regulations, rules, executive orders,
government directives, or binding pronouncements of or by any government or any
of its departments or agencies having jurisdiction over a party or any User.
10. INDEMNITY
Supplier agrees to defend, indemnify and hold harmless
FCA and its parents companies, affiliates , subsidiaries, representatives,
officers, directors, employees, contract workers and agents, from all
liabilities, claims, costs, and expenses of any type, including reasonable
attorneys' fees (collectively "Losses"), resulting from: (i) the negligent acts, omissions, or willful misconduct of
any person who accessed the Supplier Portal with a Password or ID assigned to
Supplier; (ii) any breach by Supplier or any User of these Terms of Use or
violation of any rule or term of use imposed by FCA with respect to the
Supplier Portal; (iii) any violation of a Law by Supplier or any User; (iv)
Supplier's use or inability to use, or the business results that Supplier
obtains by using or not being able to use the Supplier Portal; and (v)
infringement of any third party's intellectual property rights worldwide,
including copyrights, patent, trademarks, trade secrets or other proprietary
rights arising out of Supplier Content.
11. TERM AND TERMINATION
Term. The term of these Terms of Use begins when you
agree to these Terms of Use, and it ends when a party terminates it under these
Terms of Use.
Termination. Supplier may terminate with prior written
notice to FCA, except that Supplier is not relieved of its obligations under
these Terms of Use so long as any person with a Password or ID assigned to
Supplier has access to the Supplier Portal, including the time it may take FCA
to deactivate all Passwords and IDs assigned to Supplier.
FCA may terminate Supplier's or any or all of its
Users' access to the Supplier Portal immediately and without prior notice for
any reason and in FCA's sole discretion and FCA will have no responsibility or
liability in connection with such termination.
12. EXCLUSIONS OF LIABILITY
FCA WILL HAVE NO LIABILITY FOR ANY DAMAGES OF ANY
TYPE, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING LOSS PROFITS OR REVENUES, DAMAGES ARISING OUT OF ERRORS, THE LOSS OR
DESTRUCTION OF DATA OR BUSINESS INTERRUPTION, EVEN IF FCA HAD REASON TO KNOW
THE LIKELIHOOD OF SUCH DAMAGES AT THE TIME OF CONTRACTING, EXCEPT THAT FCA MAY
BE LIABLE TO SUPPLIER FOR PERSONAL INJURY OR PHYSICAL PROPERTY DAMAGE
(EXCLUDING DAMAGES OR LOSS TO ANY DATA, INCLUDING SUPPLIER CONTENT) CAUSED BY
FCA.
13. WEB SITE TERMS OF USE
Web Site Content
The Supplier Portal web site ("Web
Site") contains trademarks, service marks, logos, data, text, graphics,
photographs, sound, video, and other content owned by FCA or its third party
licensors ("Web Site Content"). As between you and FCA, FCA is the
sole owner of all Web Site Content on the Web Site, including without
limitation, all copyrights, trademarks, service marks and other intellectual
property rights thereto. You may not download or save a copy of the Web Site
Content or any portion thereof, for any purpose, except you may print a copy of
individual screens appearing as part of the Web Site solely for your personal,
non-commercial use or records, provided that any proprietary rights notices,
marks, logos or other legends that appear on the copied screens remain on, and
are not removed from the printed or stored images of such screens. Except as
expressly permitted in these Terms of Use, you may not modify, copy, publish,
display, transmit, adapt or in any way exploit the Web Site Content, without the
express prior permission of FCA.
You shall not copy, sell, rent, lease,
license, sublicense, grant any rights in, transfer, distribute, time-share or
otherwise assign to any third party any portion of the Web Site or your rights
in licenses thereto, or use any portion of the Web Site to operate a time
sharing service, service bureau or perform services for third parties.
Forums; User Content
FCA may provide you with the capability of
posting to the Web Site or otherwise supplying to FCA information (excepting
personally identifiable information the use of which is governed by the Privacy
Policy), data, text, music, sound, photographs, graphics, video, messages and
other materials ("User Content"). By posting User Content on or
through this Web Site, you agree that you are solely responsible for the
origination, accuracy, completeness, ownership, publication and dissemination
of, and that you, and not FCA, are entirely responsible for, your User Content,
obtaining and maintaining all rights, licenses, permissions, releases,
approvals, clearances, credit, or attribution information relating to all User
Content and paying any applicable royalties or fees in connection therewith.
By submitting or sending User Content to
FCA or otherwise making User Content available for display on or through the
Web Site, you grant FCA, its affiliates, and any third party suppliers,
vendors, contractors, licensors or service providers of FCA the royalty-free,
world-wide, non-exclusive license to use, reproduce, modify, adapt, publish,
translate, perform and display such User Content (in whole or part) as required
to operate the Web Site.
FCA does not endorse and assumes no
obligation to monitor or filter any User Content posted, or otherwise made
available, on or through the Web Site. However, FCA (or a designee) reserves
the right (but assumes no obligation) to, at its sole discretion, refuse, edit
or remove any User Content, and may take any reasonable action it deems
necessary or appropriate with respect to any User Content, that, in FCA's sole
judgment, does not comply with these Terms of Use, is illegal, or is otherwise
undesirable, inappropriate or inaccurate. FCA is not responsible for any
failure, non-failure or delay in refusing, editing or removing such User
Content.
User Conduct
You may not upload, post, email or otherwise transmit
any User Content on or through the Web Site that:
1. is Objectionable;
2. contains any viruses, time bombs, Trojan horses,
worms or other computer programming routines that may damage or interfere with the operations of the Web Site;
3. is knowingly untrue, inaccurate or misleading; or
4. interferes with the operation of the Web Site in
any manner.
"Objectionable""
means, as to any information in any medium or format, including without
limitation text, data, graphics, audio or video, content (or use of the
content) that: (a) is defamatory, unlawful, or plagiarized; (b) a reasonable
person would consider harassing, abusive, threatening, obscene, hate speech, or
racially or ethnically offensive; (c) constitutes a breach of any person's
privacy or publicity rights; (d) violates any statute, regulation or ordinance;
or (e) promotes software or services that deliver unsolicited mail.
You further agree that you will not:
1. use the Web Site, or any part thereof, to
"stalk" or harm any other User or any other person in any way;
2. impersonate any person or entity, including, but not limited to, a FCA officer, director, or representative, or falsely state
or otherwise misrepresent your affiliation with a person or entity;
3. falsify headers or otherwise manipulate identifiers
in order to disguise the origin of any User Content transmitted on or through
the Web Site;
4. disrupt the normal flow of dialogue in a forum;
5. interfere with or disrupt the Web Site or servers
or networks connected to the Web Site, or disobey any requirements, procedures,
policies or regulations of networks connected to the Web Site;
6. "hack", infiltrate or otherwise seek to
gain unauthorized access to, or compromise the integrity of, the Web Site;
7. harvest, collect or store information about the
Users of this Web Site or the User Content posted by others on this Web Site or
use such information for any purpose inconsistent with the purpose of this Web
Site;
8. use any automated procedure to gather information
or data on or from the Web Site by means of what is commonly called a
"bot" or otherwise;
9. breach or attempt to breach the security of
software, network, servers, data, computers or other hardware relating to the
Web Site or that of any third party that is hosting or interfacing with any
part of the Web Site, or use or distribute on the Web Site software or other
tools or devices designed to compromise privacy or security; or
10.
create any frames at any other Web sites pertaining to or using any of the
information provided through the Web Site, or promote bonus items, giveaways,
random drawings, contests or prizes on the Web Site.
Linked Sites
FCA may provide links to third parties' Web sites and
access to content, products and services from third parties ("Linked
Sites") from the Web Site. Linked Sites are not reviewed, controlled or
examined by FCA in any way and FCA is not responsible or liable for the
content, availability, advertising, products or other materials of any such
Linked Sites, or any additional links contained therein. These links do not
imply FCA's endorsement of or association with the
Linked Sites. You should refer to the policies posted by such Linked Sites
regarding data collection, privacy and other topics before you use them. FCA
may refer to or list third parties on the Web Site who maintain separate web
sites. You should refer to the policies posted by such third parties on their
web sites regarding data collection, privacy and other topics before you use
them.
Privacy Policy
FCA US: For all suppliers of FCA US, all personally
identifiable information collected through the Web Site will be handled in
accordance with the FCA US Privacy Policy, which is incorporated by reference
into these Terms of Use.
FCAIT: For all suppliers of FCAIT, all personally
identifiable information collected through the Web Site will be handled in
accordance with the FCAIT Privacy Policy, which is incorporated by reference
into these Terms of Use.
FCA Brasil: For all FCA Brasil Suppliers, all personally identifiable information
collected through the Web Site navigation will be handled in accordance with
applicable Brazilian legislation.
14. PRIVACY NOTICE
Introduction
"FCA Group" means Fiat Chrysler Automobiles
N.V. and its subsidiaries and affiliates.
"User" means each person who accesses the Supplier Portal, as
defined in these Terms and Conditions.
Each company of the FCA Group, in line with the national and
international data protection law, undertakes to guarantee the privacy and the
security of each User's personal data, consistently with the requirements of
the applicable law and of the Code of Conduct of the FCA Group.
Purpose and Procedure for the Processing of Personal
Data
The personal data provided by the User (hereinafter "Data")
shall be processed for the purpose of providing the User with the access to the
Supplier Portal (hereinafter "Access").
The Data will be processed in hardcopy, by automated
or electronic means.
Consequences of Failure to Provide the Data
The provision of Data is mandatory in order to grant
the Access to the User.
Recipients of the Data
The Data may be processed by natural persons and/or
legal entities, acting on behalf of the companies of the FCA Group and under
specific contractual obligations, based in EU Member States or in countries
outside the EU.
The Data may be communicated to third parties to
comply with legal obligations, to execute Public Authorities orders or to
exercise a right before judicial authorities.
Data Transfer outside of the EEA
Within its contractual relations the companies of the
FCA Group may transfer the Data in countries outside of the European Economic
Area (EEA), including store them in databases managed by entities acting on
behalf of the companies of the FCA Group. Databases management and Data
processing are bound to the purposes of the processing and are carried out
according to applicable data protection law.
In case the Data are transferred outside of the EEA the companies of the
FCA Group will use any appropriate contractual measures to guarantee an
adequate protection of the Data including ? among the others ? agreements based
on the standard contractual clauses adopted by the EU Commission to rule the
transfer of personal data outside of the EEA.
Data Controllers
Data controllers are the companies of the FCA Group.
Data Retention
The Data processed to provide the Access will be kept
for the period deemed strictly necessary to fulfil such purpose. The FCA Group
may continue to store these Data for a longer period, as may be necessary to
protect FCA Group?s interests related to potential liability related to the
provision of the Access.
User's Rights
The User can exercise the following rights:
1. right to access means the right to obtain whether your Data are being
processed and, where applicable, have access to them;
2. right to rectification and right to erasure means the right to obtain
the rectification of inaccurate and/or incomplete Data, as well as the erasure
of Data when the request is legitimate;
3. right to restriction of processing means the right to request suspension
of the processing when the request is legitimate;
4. right to data portability means the right to obtain Data in a structured
format, ordinary used and readable, as well as the right to transfer Data to
other controllers;
5. right to object means the right to object to the processing of Data when
the request is legitimate, including when the Data are processed for marketing
or profiling, if applicable;
6. right to lodge a complaint with a supervisory authority in case of
unlawful processing of Data.
The User can exercise the above-mentioned rights by writing to Stellantis
Europe S.p.A., FCA US LLC or FCA Fiat Chrysler Automóveis Brasil Ltda.
15. GENERAL
Assignment. FCA may assign this Terms of Use
Agreement. You may not assign this Agreement or any right or obligation
hereunder.
Modification of Terms. FCA reserves the right to
modify these Terms of Use at any time. FCA will take reasonable measures to notify
you of any such modifications and provide you with the opportunity to review
such changes and accept or reject the new version.
Equitable Relief. Any breach of the confidentiality
provisions of these Terms of Use will result in irreparable harm to FCA.
Supplier therefore agrees that FCA has the right to an injunction or other
equitable relief to enforce these Terms of Use and any provision herein,
without prejudice to any other rights and remedies that FCA may have.
Choice of Law.
FCA US: If you are supplying FCA US, these Terms of
Use are governed by and must be construed in accordance with the laws of the
State of Michigan as if fully performed therein and without reference to its
conflict of laws principles.
FCAIT: For all suppliers of FCAIT, these Terms of
Use are governed by and must be construed in accordance with Italian laws as if
fully performed therein and without reference to conflict of laws principles.
For any dispute related to these Terms of Use the Court of Torino shall have
exclusive jurisdiction; however, FCAIT reserves the right to sue the Supplier
before the Courts of the place where the Supplier has its registered offices or
before the Courts of the place where FCAIT's legal entity has its registered
offices.
FCA Brasil: If you are
supplying FCA Brasil, these Terms of Use are governed
by and must be construed in accordance with Brazilian laws as if fully
performed therein and without reference to conflict of laws principles. For any
dispute related to these Terms of Use, the Courts of the city of Betim, State of Minas Gerais, Brazil, shall have exclusive
jurisdiction; however, FCA Brasil reserves the right
to sue the Supplier before the Courts of the place where the Supplier has its
registered offices or before the Courts of the place where FCA Brasil's legal entity has its registered offices.
Integration Clause. These Terms of Use constitute the
entire agreement and supersede any prior agreement between Supplier and FCA
concerning the subject matter of these Terms of Use.
No Waiver. A party may waive any of its rights under
these Terms of Use only by an appropriate record that specifically refers to
the contractual right being waived, but a failure by a party to enforce a
right, including without limitation, a right arising as a of a breach of these
Term of Use, or to insist upon performance of an obligation arising under these
Terms of Use may not be construed as a waiver of any of that party's rights,
does not affect the validity of these Terms of Use or any part of them, and
does not prejudice that party's rights regarding any subsequent action.
Notice. In order to be effective, a notice given
pursuant to these Terms of Use must be:
a) in writing (which includes an electronic record);
b) sent by any form of communication that the party
has reason to believe the other party will receive promptly, including but not
limited to U.S. mail, courier service, facsimile or email; and,
c) if given to FCA US, sent to: FCA US LLC, Office of The General Counsel, CIMS
485-14-23, 1000 Chrysler Drive, Auburn Hills, MI 48326-2766; Fax 248-512-4051;
d) if given to FCAIT, sent to: Stellantis Europe S.p.A., Corso Agnelli 200, 1-10135 Torino, Italy, Fax:
39.011.0038215, Attention: General Counsel.
e) if given to FCA Brasil,
sent to: FCA Fiat Chrysler Automóveis Brasil Ltda., Juridico, Av. do Contorno, 3455, Galpao 84, 20
andar, Betim, MG, Brasil, 32.699-900.
f) if given to Supplier, sent to: FCA's
address of record for Supplier or the email of any SSA.
A party may change the location at which it is to
receive notices by notifying the other party of the change in locations. A
notice takes effect upon the earliest of the notified party receiving the
notice or five days after the notice is sent.
Survival. The provisions of Sections 5, 6, 7, 8, 9,
10, 11 and 12 will survive termination of these Terms of Use for any reason.
If you agree to these Terms of Use, please signify
your Agreement by clicking "I AGREE" below. If any provision of these
Terms of Use is held to be invalid or unenforceable, in whole or in part, such
holding shall not affect the validity or enforceability of the other provisions
of these Terms of Use, and any part of such provision not held invalid or
unenforceable shall remain in effect. If such holding of invalidity or
unenforceability is based on a measure of liability, performance or time set as
a standard in the Terms of Use, such provision shall be replaced by a legally
valid measure of liability, performance or time which is as close as possible
to that originally specified. FCA's failure to act with respect to a breach of
these Terms of Use by you does not constitute a waiver of its right to act with
respect to subsequent or similar breaches. These Terms of Use and the Privacy
Policy, and any modifications thereto, constitute the entire agreement between
the parties with regard to the Web Site and supersede all prior agreements.
If you do not agree, or if You have any questions,
please click "I DO NOT AGREE" below.