CANON PARTNER PORTAL TERMS OF USE

Last Updated: August 15, 2019





Contents:

THIS CANON PARTNER PORTAL IS OFFERED, OWNED AND OPERATED BY CANON U.S.A., INC. (“CUSA,” “WE,” “US” OR “OUR”). THESE CANON PARTNER PORTAL TERMS OF USE CONSIST OF THESE TERMS OF USE AND THE CANON PARTNER PORTAL PRIVACY STATEMENT.THESE TERMS OF USE CONSTITUTE A LEGALLY BINDING AGREEMENT IN ELECTRONIC FORM BETWEEN YOU AND YOUR ORGANIZATION (COLLECTIVELY, “YOU” OR “YOUR”) AND CUSA AND ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES AND RELATED ENTITIES (COLLECTIVELY, “CANON”).  YOU MUST READ AND ACCEPT THESE TERMS OF USE PRIOR TO ENTERING THE PORTAL.  WE RECOMMEND THAT YOU CHECK BACK PERIODICALLY FOR ANY UPDATES, CHANGES OR MODIFICATIONS THAT MAY BE MADE BY CUSA TO THESE TERMS OF USE.

BY ACCESSING OR USING THE CANON PARTNER PORTAL OR ANY SERVICES OR SOLUTIONS AVAILABLE VIA THE CANON PARTNER PORTAL (COLLECTIVELY, “THE SERVICES”), YOU AGREE TO THESE CANON PARTNER PORTAL TERMS OF USE AND ANY SUPPLEMENTAL TERMS APPLICABLE TO ANY SERVICE THAT YOU ACCESS VIA THE CANON PARTNER PORTAL (COLLECTIVELY, "TERMS OF USE"), AS AMENDED FROM TIME TO TIME. EACH TIME YOU ACCESS OR USE THE SERVICES, YOU RECONFIRM YOUR AGREEMENT. IF, AT ANY TIME, THESE TERMS OF USE BECOME UNACCEPTABLE TO YOU, YOU MUST CEASE USE OF THE SERVICES AND PROMPTLY NOTIFY CUSA THAT THESE TERMS OF USE ARE NO LONGER ACCEPTABLE. CUSA WILL THEN DEACTIVATE YOUR ID AND PASSWORD, AND YOU WILL NO LONGER HAVE ACCESS TO THE SERVICES.

1. THE SERVICES

The Services are available via an extranet site accessible through the Internet. In order to access the Services, you will need a valid user identification ("ID") and password ("Password") issued by CUSA. CUSA makes no guarantees as to the continuous availability of the Services or any specific feature of the Services. The Services are provided free of charge as a courtesy. CUSA may, without advance notice or liability, add to, discontinue, or revise any aspect of the Services, including without limitation, scope of the Services, availability of the Services, and/or software or hardware required for You to access and use the Services. Information found on the Services may not be up-to-date and is subject to change.

Your access to the Services and different subsites available via the Services will be consistent with Your business relationship with CUSA. You may use the Services, which include various web resources operated or owned by CUSA or Canon (or powered by a third party on behalf of CUSA or Canon) (“Subsites”), available on the Services, only for the purposes specifically authorized by CUSA. You may not modify or otherwise adulterate the Services, and may enter data only where specified for such purpose. All information on the Services is confidential to CUSA, and You agree to maintain such confidentiality.

2. ACCESS TO THE SERVICES AND LINKS TO OTHER SITES

You will be responsible for maintaining the confidentiality of Your ID and Password and will be responsible for all activities and charges resulting from their use, including unauthorized use. CUSA may cancel, alter or replace any ID or Password in its sole discretion at any time.

If you are a dealer or reseller, You may change Your Password by accessing the Services with Your existing Password and following the instructions to change the Password found on the "Change Password" Section of the home page.

You shall not have the right or power to assign Your Password or any of Your rights or obligations set forth herein, without CUSA’s prior written consent.  Any such assignment without CUSA’s prior written consent will be null and void.

As a courtesy, the Services may contain links to other CUSA or Canon websites and extranets (available outside of the Canon Partner Portal) to which You may have access ("Secondary Sites"). The Secondary Sites, as well as the Subsites, maintain their own unique terms and conditions and these Terms of Use in no way modify, alter or supersede any terms and conditions of the Secondary Sites or Subsites. You understand that You will be bound by the terms and conditions of the Secondary Sites and Subsites that you access.

The Services may contain links to other Internet sites on the World Wide Web, which may not be maintained or controlled by CUSA or Canon. Such Internet sites maintain their own unique terms and conditions and these Terms of Use in no way modify, alter or supersede any terms and conditions of those Internet sites. You understand that You will be bound by the terms and conditions of the Internet sites that you access. CUSA provides such links for Your convenience only, and is not responsible for the content of any site linked to or from the Services. The presence of a link on the Services to any other site does not mean that CUSA approves, endorses, or recommends that site. CUSA disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other site. Use of all other sites is at Your own risk.

3. USE OF THE SERVICES

You agree that these Terms of Use in no way modify the terms and conditions of any existing agreement governing Your relationship with CUSA including, but not limited to, any dealer or reseller agreement (each a "CUSA Agreement") or any other guidelines governing Your business with CUSA. Therefore, all terms and conditions of any CUSA Agreement or other guidelines governing Your business with CUSA, including but not limited to, submission of purchase orders, ordering policies, pricing, credit, use of Trademarks (as defined below) and confidentiality, remain in full force and effect without modification. Any additional or different terms or conditions introduced by You are hereby deemed to be material alterations, and notice of objection to them and rejection of them is hereby given.

You agree to not permit any unauthorized use of the Services. You agree to take reasonable security measures in Your use of the Services. You, through Your authorized administrator, and not CUSA, are responsible for modifying Passwords, for requesting elimination of Passwords and adding or removing users.  

You are responsible for providing and maintaining all equipment and software necessary to access the Services, including a secure email account. Equipment and software requirements for access to the Services may change without notice.

You agree to run anti-virus software before transmitting data to or through the Services. You may use any commercially available, industry recognized anti-virus software of the type that detects and disinfects viruses automatically without the need for You to execute virus scanning for each file manually. You must update Your anti-virus software on a regular basis and in no event less often than once each quarter.

You will not, nor will You permit others to, use the Services in any way that violates any law or regulation, subjects CUSA or Canon to liability, or controverts any of these Terms of Use or of any use policy that CUSA may publish from time to time.

You agree and warrant that all confidential, proprietary and non-public information obtained through use of the Services (collectively, the "Confidential Information") will be kept in strictest confidence and will not be disclosed, nor copies of any written materials relating to the Confidential Information provided, to any other person, firm or entity, except to the extent that disclosure may be required by law. If the disclosure of Confidential Information is required by law, You agree to give CUSA reasonable notice prior to disclosure so that CUSA has an opportunity to obtain a protective order. You further agree that You will not use the Confidential Information for Your own benefit or for the benefit of any other firm or business with which You may be associated. The term Confidential Information does not include any information that (i) was lawfully in Your possession prior to any disclosure by CUSA or (ii) is or becomes generally available to the public other than as a result of disclosure in violation of these Terms of Use or other agreement.

You agree that your use of the Services will comply with applicable laws, and unless otherwise expressly permitted by Other Agreements (as defined below), You agree that Your use of the Services will strictly be for Your own use in connection with your professional capacity as a CUSA or Canon dealer or reseller, or as CUSA or Canon personnel. In addition, You agree not to take any steps in connection with Your use of the Services that could adversely affect CUSA or any Canon company, including engaging in or attempting to engage in the following conduct:

(i)    interrupting the operation of the Services in any manner whatsoever, including by imposing an unreasonable load on the Services;
(ii)    deleting or revising any material or other information of any other user, CUSA, or any third party;
(iii)    harvesting or otherwise collecting information about others, including email addresses, without their consent;
(iv)    deciphering, decompiling, disassembling, or reverse-engineering any of the software comprising or in any way making up a part of the Services;
(v)    posting advertisements or solicitations of business other than those explicitly approved by CUSA;
(vi)    defeating, investigating, or providing information concerning methods of defeating security mechanisms, including by allowing another person to access the Services using credentials issued to You, or by falsifying, deleting, or concealing Internet Protocol header, email sender, or other identifying information;
(vii)    engaging in conduct that restricts, inhibits or discourages any other person or entity from using or enjoying all or any portion, features or functions of the Services, or which, in CUSA’s judgment, exposes CUSA, Canon or any of CUSA’s or Canon’s users, customers, or suppliers to any liability or detriment of any type;
(viii)    engaging in conduct affecting CUSA adversely or reflecting negatively on CUSA, Canon, the Services, CUSA’s goodwill, name or reputation or causing duress, distress or discomfort to CUSA, Canon or anyone else, or discouraging any person or entity from doing business with CUSA; or
(ix)    taking any other action that could endanger or cause damage to CUSA, Canon, other users of the Services, or other third parties.

CUSA may take any action that it deems appropriate if it determines, in its exclusive discretion, that You have engaged in any of these practices or otherwise violated these Terms of Use.  Such action may include termination of Your access to the Services or initiation of civil or criminal legal proceedings. Under these circumstances, CUSA may also investigate Your use of the Services and provide information about Your use to law enforcement.

 

4. NOTICES

Once a Password is issued to You, any notice or communication, whether required or not, to be given to You by CUSA under these Terms of Use, under the CUSA Agreement or otherwise, may be given by posting such notice or communication on the Services. All notices or other communications posted on the Services shall be deemed effective on the first business day following the date of posting. CUSA may provide notices or communications via email, direct mail or facsimile, in addition to or in place of posting on the Services.

Maintaining a valid and secure email address is mandatory for You as a user. Notices or communications by email will be sent to You at the email address listed in the User Profile. Access rights are assigned by Your authorized administrator and may not be modified by individual users. Any changes to User Profiles must be submitted through Your authorized administrator.

5. INDEMNITY

You agree to indemnify, defend and hold CUSA, Canon, and all of their respective officers, directors, employees, agents, information providers, licensors and licensees (collectively "Indemnified Parties") harmless from and against any and all liability, costs and expenses (including, without limitation, attorneys' fees and costs), incurred by the Indemnified Parties in connection with Your use of the Services or any claim in connection with or resulting from any breach by You of these Terms of Use. You agree to cooperate fully in CUSA's defense of any such claim. You agree that CUSA shall be entitled to select its own counsel, at Your expense, to defend itself in connection with any claim subject to indemnification by You. You agree that CUSA, and not You, will have control over the defense of any such claim. You further agree that You will not in any event settle any matter involving CUSA, whether or not the settlement binds or is on behalf of CUSA, without the advance written consent of CUSA.

6. FORCE MAJEURE

CUSA shall not be liable for any failure to perform any of its obligations under these Terms of Use during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, act of terrorism, or the intervention of any governmental authority (a "Force Majeure").  CUSA’s time for performance will be excused for the duration of the Force Majeure.

7. OUR INTELLECTUAL PROPERTY RIGHTS

Copyright: All materials on the Services, including but not limited to images, software, audio, text and video clips (collectively, "Materials"), are protected by copyright under U.S. copyright law, international conventions and other copyright laws. All Materials are owned or licensed by CUSA or by its third-party licensors. You cannot use the Materials, except as specified herein. Any unauthorized use of the Materials may violate, without limitation, copyright laws, Trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not change the Materials in any way or reproduce, publicly display, distribute or otherwise use the Materials for any public or commercial purpose except as expressly permitted.

Trademarks: CUSA trademarks, logos, and service marks and those trademarks, logos, and service marks licensed to CUSA by Canon Inc. (collectively, the "Trademarks") displayed on the Services are registered and unregistered marks of CUSA or Canon Inc. All other Trademarks, trade names, product names, service marks and all other non-CUSA marks are the property of their respective owners. Nothing contained on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without the written permission of CUSA or such third party that may own other Trademarks displayed on the Services. The absence of a product or service name or logo anywhere in the text of the Services does not constitute a waiver of any Trademark or other intellectual property rights concerning that name or logo.

8. OTHER AGREEMENTS; SOFTWARE, SOLUTIONS, OR ACCESS

CUSA may provide products (such as hardware or software), services and solutions, including our cloud solutions, or access to Subsites, under CUSA Agreements, dealer and reseller agreements, and other agreements and terms of use (collectively, “Other Agreements” and each an “Other Agreement”). CUSA’s obligations with respect to any product, service, solution, or access that it makes available to You under any Other Agreement shall be governed solely by the Other Agreements, under which such product or service is provided and these Terms of Use shall not be deemed or construed to alter the terms of such Other Agreements. In the event of any inconsistency between these Terms of Use and the Other Agreements, the Other Agreements will control, except that nothing in the Other Agreements may limit (a) CUSA’s disclaimer of warranties, (b) Your agreement to indemnify CUSA, or (c) the licenses You grant to CUSA or other intellectual property right.

These Terms of Use govern your access to and use of the Services. However, you acknowledge and agree that your rights and responsibilities regarding purchases made through the Services will be governed by any Other Agreement, as applicable.

CUSA PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE AND SPECIFICATIONS, ARE SUBJECT TO CHANGE WITHOUT NOTICE. SUCH INFORMATION DOES NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY CUSA WITH RESPECT TO ANY PRODUCT OR SERVICE AND CUSA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, MERCHANTABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR COMPLETENESS THEREOF.

9. DISCLAIMER

YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. THE SERVICES (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICES) ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CUSA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY:  (1) FOR THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY CONTENT PUBLISHED ON OR AVAILABLE THROUGH THE SERVICES, (2) THAT THE SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM OR OTHERWISE USE THE SERVICES, (3) THAT CUSA WILL CONTINUE TO PROVIDE THE SERVICES OR, IF IT DOES CONTINUE TO PROVIDE THE SERVICES, THAT THE SERVICES WILL CONTINUE TO PROVIDE THE SERVICES IT CURRENTLY PROVIDES OR THAT THE SERVICES WILL FUNCTION THE WAY THAT THEY CURRENTLY DO; OR (4) THAT ANY OF YOUR CONTENT OR COMMUNICATIONS WILL BE RETAINED OR STORED ON THE SERVICES FOR ANY PARTICULAR AMOUNT OF TIME.

OTHER USERS OF THE SERVICES MAY SUBMIT CONTENT OR COMMUNICATIONS IN A WAY THAT IS PUBLICLY ACCESSIBLE, AND CUSA CANNOT PREDICT THE CONTENT OR COMMUNICATIONS THAT USERS POST. CUSA DOES NOT WARRANT OR REPRESENT THAT THE CONTENT ON THE SERVICES WILL BE APPROPRIATE FOR ANY PARTICULAR AUDIENCE OR THAT YOU WILL NOT BE HARMED BY VIEWING THE CONTENT ON THE SERVICES. BECAUSE ACCESSING THE SERVICES IS INHERENTLY RISKY, YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR DECISION TO ACCESS THE SERVICES.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, CUSA’S NEGLIGENCE OR GROSS NEGLIGENCE, WILL CUSA, CANON, OR ANY OTHER PARTY INVOLVED IN CREATING, HOSTING OR DELIVERING THE SERVICES, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SERVICES, EVEN IF CUSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.

CUSA DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, TO THE GREATEST EXTENT PERMITTED BY LAW. CUSA ALSO ASSUMES NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR, ANY DAMAGE TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY, OR FOR ANY LOSS OR CORRUPTION OF DATA ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SERVICES, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SERVICES. NOTWITHSTANDING THE LIMITATION OF LIABILITY CONTAINED HEREIN, IN NO EVENT SHALL CUSA'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES.

INFORMATION ON THE SERVICES REGARDING CANON PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE AND SPECIFICATION IS SUBJECT TO CHANGE WITHOUT NOTICE. SUCH INFORMATION SHALL NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY CUSA WITH RESPECT TO ANY PRODUCT OR SERVICE AND CUSA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, SUITABILITY FOR ANY PURPOSE, OR COMPLETENESS THEREOF.

10. TERMINATION

CUSA may terminate this agreement and/or suspend or terminate Your access to the Services for any reason at any time without notice to You. If You wish to discontinue Your access to the Services and cancel any account that You have been issued, please refer to the supplemental terms of that particular subsite or service.  Otherwise applicable sections of these Terms of Use shall survive any termination of Your account or this Agreement.

11. APPLICABLE LAWS

The Services are administered by CUSA from its offices in Melville, New York, United States of America. These Terms of Use and the Other Agreements are governed and interpreted under the laws of the State of New York. You agree that any claim or dispute against CUSA arising out of or relating to the use of the Services must be resolved by a court located in the Eastern District of New York, unless otherwise agreed upon by all parties. Any claim or cause of action arising out of or related to Your use of the Services must be filed within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be forever barred.

12. MISCELLANEOUS PROVISIONS

Failure to require the performance of any term or condition of these Terms of Use or the waiver of any breach, will not prevent subsequent enforcement of such term nor be deemed a waiver of any subsequent breach of these Terms of Use.

These Terms of Use will be binding upon the parties, their affiliates, agents, successors and assigns.

CUSA reserves the right to alter, amend or modify these Terms of Use at any time without notice to You.

Section headings are inserted for convenience only and are not a part of this Agreement.

If any provision of these Terms of Use or the application of any provision is held to be unlawful, void, invalid, or for any reason unenforceable by a court or other legal authority of competent jurisdiction, then that provision will be severed from these Terms of Use and will be deemed replaced by an equivalent enforceable provision that, as nearly as possible, reflects the intent of the parties.  The remainder of these Terms of Use and the application of the provision other than to the extent it is held invalid, will not be invalidated or affected.

These Terms of Use set forth the entire understanding and agreement between You and CUSA with respect to the Services.  You acknowledge that any other agreements between You and CUSA with respect to the Services are superseded and of no force or effect.  No amendment to this agreement will be effective unless signed by an authorized representative of CUSA.


BY CONTINUING TO USE THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.
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