Digital Offering End User License Agreement
End User License Agreement
Last Updated: August 1, 2026
THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 12 OF THIS DOCUMENT CONTAINS A BINDING ARBITRATION PROVISION THAT, WHERE APPLICABLE, REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS (RATHER THAN JURY TRIALS OR CLASS ACTIONS), LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST CATERPILLAR, AND INCLUDES A WAIVER OF YOUR RIGHT TO A TRIAL BY A JUDGE OR JURY OR TO PARTICIPATE IN A COLLECTIVE OR CLASS ACTION AGAINST CATERPILLAR.
Digital Offering End User License Agreement
This Digital Offering End User License Agreement (“EULA,” the “Agreement,” or the “Terms”) is a binding agreement between the entity designated in connection with the purchase, acquisition, or renewal of a Subscription (or, if no Subscription has been obtained or no entity is designated, the entity that you represent) and Caterpillar Inc. and/or its Affiliates (collectively, “Caterpillar”). If such entity is an authorized Caterpillar dealer, such entity is referred to herein as "Dealer", and if such entity is any entity other than an authorized Caterpillar dealer, such entity is referred to herein as "Customer”. Customer and Dealer are each referred to herein as “you" (as applicable). This EULA concerns your access to or use of the Caterpillar digital offering identified in connection with the order, registration, activation, purchase, subscription, or other workflow through which this EULA is presented or accepted and all related software downloads, including the mobile application, services, and APIs, as made generally available by Caterpillar during the Term as part of the Digital Offering, together with all content and data to the extent made available through any of the foregoing (collectively, "Digital Offering"). The Digital Offering includes all associated content, data, text, graphics, user interfaces, visual interfaces, media, trademarks, logos, sounds, music, artwork, printed materials, online and electronic documentation, and all updates and upgrades.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE DIGITAL OFFERING. BY CLICKING “ACCEPT” (OR “AGREE” OR SIMILAR LANGUAGE OF ASSENT) TO THIS AGREEMENT, OR OTHERWISE DOWNLOADING, INSTALLING OR USING THE DIGITAL OFFERING, YOU (A) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; (B) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; AND (C) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT TO CATERPILLAR THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT HAVE SUCH LEGAL AUTHORITY, DO NOT DOWNLOAD, INSTALL OR USE THE DIGITAL OFFERING AND, IF APPLICABLE, DELETE IT FROM YOUR DEVICE, AS YOU MAY NOT USE THE DIGITAL OFFERING IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT HAVE SUCH AUTHORITY. YOU FURTHER AGREE THAT YOUR USE OF THE DIGITAL OFFERING WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THESE TERMS AT THE TIME OF SUCH USE.
1. Digital Offering. The Digital Offering is licensed, not sold, to you for your use only under the terms of this EULA by Caterpillar. Caterpillar reserves all rights, title, and interest in the Digital Offering not expressly licensed to you under this EULA.
1.1 Right to Use. This EULA sets forth the terms and conditions between you and Caterpillar with respect to your access to and use of the Digital Offering, whether provided under a Subscription obtained either directly from Caterpillar or from a Dealer authorized to resell Subscriptions ("Your Dealer") or otherwise made available by Caterpillar without a Subscription. Caterpillar hereby grants you a limited, non-exclusive, non-transferable and revocable license for you and your Authorized Users to access and use the Digital Offering as follows: (i) if your access is provided under a Subscription, for the term set forth in the applicable Subscription, solely in connection with the maintenance, service, and operation of the Registered Assets, but not otherwise for the benefit of third parties; and (ii) otherwise, during the Term, on any device that you own or control on which the Digital Offering is authorized to operate (as determined by Caterpillar in its sole discretion), solely for internal business purposes, including repair and maintenance of your Cat assets (collectively, the “License”). For the avoidance of doubt, the scope, duration, transferability, and other conditions of the License may be further specified, limited, or supplemented in applicable Supplemental Subscription Terms or in another written agreement between the parties for the applicable Digital Offering or Subscription. The terms of the License and EULA will govern any upgrades provided by Caterpillar that replace or supplement the original Digital Offering unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. You will: (a) adhere to all applicable Laws (defined below), and (b) use the Digital Offering only in accordance with these Terms and Caterpillar’s Acceptable Use Policy for the Digital Offering, the current version of which is available in Exhibit A. The Digital Offering is available only for use in your trade, business, craft, or profession and is not intended for use by consumers in a personal capacity. You acknowledge and agree that your use of the Digital Offering is in your trade, business, craft, or profession and not for use in a personal capacity.
If your access is provided under a Subscription, the License shall be pursuant to the terms of this EULA and the following types of Subscriptions:
(a) if you are Customer: (i) obtained by you directly from Caterpillar under this Agreement; or (ii) obtained by you under a separate agreement between you and Your Dealer pursuant to which Your Dealer established the price and payment terms for the Subscription ("Subscription Purchase Agreement"). In the event of a conflict between the provisions of this EULA and any separate Subscription Purchase Agreement between Customer and Your Dealer, the provisions of this EULA shall control; or
(b) if you are Dealer: (i) obtained by you under this EULA for your own use with respect to your own Registered Assets; (ii) obtained by you under this EULA for your use in connection with Subscriptions sold by you to third-party end customers pursuant to your dealer agreement with Caterpillar ("Dealer Agreement"); or (iii) obtained by a third-party end customer from an authorized Caterpillar Dealer other than you, if such third-party end customer has designated you as an Authorized User under its End User Agreement for the Digital Offering with Caterpillar (for so long as such End User Agreements remain in effect).
1.2 Updates; Availability of Features and Functions. Caterpillar may, at any time, modify, upgrade, or release a new version of the Digital Offering, or any portion of its features and functions without informing you. Unless otherwise expressly and separately agreed by Caterpillar, any new version of the Digital Offering will be a Digital Offering and subject to the terms of this EULA. If you do not wish to be subject to the terms of this EULA with respect to such new version of the Digital Offering, you may terminate this EULA in accordance with its terms. Certain features and functions of the Digital Offering may be made available based on the specific configuration of Registered Assets or only for certain Digital Offering versions, tiers, or Subscription levels and, therefore, may not be made available to you as part of your Digital Offering version, tier, or Subscription level, as applicable. Caterpillar reserves the right to introduce new features or functionality to the Digital Offering for your Digital Offering version, tier, or Subscription level, as applicable. You may be required to pay additional fees or enter into separate agreements or subscriptions (including with Caterpillar, your Dealer, or another third party) to access or use newly added features or functionality, or to receive additional telematics connectivity, fluid sampling services, inspections, and other similar services, such as those that generate data and information that is further processed in connection with the Digital Offering. Caterpillar reserves the right, in its sole discretion, to remove features or functionality from the Digital Offering for your Digital Offering version, tier, or Subscription level, as applicable.
1.3 Evaluation Digital Offering and Features. Caterpillar may designate the Digital Offering as a pre-release or evaluation Digital Offering (“Evaluation Digital Offering”). In addition, during the Term, Caterpillar may, in its discretion, grant you (including Authorized Users) a limited, non-exclusive, revocable right and license to access and use certain pre-release features and functions of the Digital Offering (“Evaluation Features”). The Evaluation Digital Offering and Evaluation Features are made available on a trial basis, solely in a non-production capacity for your own internal testing and evaluation of the Evaluation Digital Offering or Evaluation Features, as applicable. Notwithstanding anything to the contrary in this Agreement, the Evaluation Digital Offering or Evaluation Features will not be subject to support or other obligations of Caterpillar and are provided on an “AS IS”, “AS AVAILABLE” basis only and any information or data used in connection with the Evaluation Digital Offering or Evaluation Features may be corrupted or lost and may not be recoverable. Caterpillar may terminate your right to access and use the Evaluation Digital Offering or Evaluation Features at any time, in its sole discretion, upon reasonable notice to you in accordance with Section 13.8. All restrictions, limitations and obligations relating to your access to and use of the Digital Offering set forth in this EULA shall apply to your access to and use of the Evaluation Digital Offering or Evaluation Features.
1.4 Authorized Users and Uses.
(a) You agree that you are solely responsible for all access to and use of the Digital Offering by Authorized Users. You will ensure that all Authorized Users access and use the Digital Offering only in accordance with this EULA and the Subscription Purchase Agreement or Dealer Agreement, as applicable. Without limiting the foregoing, you will enter a written agreement with consultants and contractors that you (or your Affiliates) establish as Authorized Users under which such consultants and contractors will agree to abide by the obligations applicable to them under this Agreement. You agree to be jointly and severally liable for all actions of Authorized Users related to their access to or use of the Digital Offering. Authorized Users shall have no rights of recourse against Caterpillar and are not third-party beneficiaries hereunder. For purposes of this Agreement, "Authorized Users" means your employees or the employees of your Affiliates (as defined below), in each case who you authorize to access and use the Digital Offering, together with those of your and your Affiliates’ contractors and consultants performing services on your or your Affiliates’ behalf (respectively) that have entered into a written agreement with you whereby the consultant or contractor has agreed to abide by the restrictions, conditions, and obligations applicable to them under this Agreement.
(b) You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any country or region subject to sanctions by the United States; (ii) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (iii) you are not identified as a “Specially Designated National” by the U.S. Department of the Treasury’s Office of Foreign Assets Control; and (iv) you will not use the Digital Offering if you have previously been prohibited from doing so or if any Laws prohibit you from doing so. You agree not to (i) use the Digital Offering in any way that violates any applicable federal, state, local, or international Law; (ii) use the Digital Offering for any unauthorized, fraudulent, or malicious purpose, (iii) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Digital Offering, or which, as determined by Caterpillar, may harm Caterpillar or users of the Digital Offering or expose them to liability; (iv) use the Digital Offering in any manner that could disable, overburden, damage, or impair the Digital Offering or Caterpillar’s network and computer systems or the systems of any other financial institution; (v) access systems, data, or information not intended by Caterpillar to be made accessible to a user of the Digital Offering; (vi) obtain or attempt to obtain any materials or information through any means not intentionally made available by Caterpillar to a user of the Digital Offering; (vii) use the Digital Offering or Digital Offering Information as the sole, primary, or a substantial factor in evaluating an individual for employment, promotion, reassignment, or other employment decisions; or (viii) use the Digital Offering for any use other than the purpose for which it was intended.
(c) Except as expressly permitted under this Section, You may not permit or enable any third party to use or access the Digital Offering. To the extent required under the EU Data Act (Regulation EU 2023/2854) or other applicable Laws, a third party may access the Digital Offering on Your behalf solely to the extent necessary to exercise Your rights under such Laws. You agree that you are solely responsible for all access to and use of the Digital Offering and Digital Offering Information by any such third parties and You will ensure any such third parties comply with this Agreement, including the Acceptable Use Policy. You will not permit any third party to: use the Digital Offering for any purpose or in any manner other than to access Digital Offering Information pursuant to Your rights under the EU Data Act or other applicable Laws; rent, sell, lease, lend, convey, redistribute or otherwise provide any third party with access to the Digital Offering; modify, decompile, reverse engineer, alter, tamper with or create derivative works of the Digital Offering. You will not, and You will not permit or enable any third party to: (i) use any automated means, other than APIs, (e.g., scraping, crawling, spidering or robots) to access, query or obtain any Digital Offering Information; or (ii) except as expressly permitted by this Agreement, and, where applicable, to the extent not contradictory to the EU Data Act or other applicable Laws, archive, store, modify or replace any Digital Offering Information (including by changing the order in which Digital Offering Information are originally made available by Caterpillar); provided, however, the foregoing shall not impact Your ability to store and process Provided Data. Unless contradictory to the EU Data Act, where applicable, or other applicable Laws, You will delete any and all Digital Offering Information, other than Provided Data, upon request by Caterpillar. Without limiting the foregoing and to the extent not contradictory to the EU Data Act, where applicable, or other applicable Laws, You shall not and shall not permit the aggregation of any Digital Offering Information (other than Provided Data) and disclosure of such data to another person.
1.5 Accounts. In order to access and use the Digital Offering, Caterpillar may require you to create a username (for example, a corporate web security ID) and password. In that case, you must follow Caterpillar’s log-in instructions (which may change from time to time). You may also be required to provide Caterpillar with certain registration information as requested by Caterpillar and to keep such information up to date. If you are purchasing a Subscription from Your Dealer pursuant to a Subscription Purchase Agreement, it may be necessary to work with Your Dealer to establish accounts for your Authorized Users to access and use the Digital Offering. Should Caterpillar have reasonable grounds to suspect that any information that you provided to Caterpillar is fraudulent, inaccurate, or incomplete (where such inaccuracy or incompleteness adversely impacts Caterpillar’s ability to perform its obligations under this EULA or subjects Caterpillar, its Affiliates (defined below), or any of their respective licensors, service providers, suppliers, or authorized independent Caterpillar Dealers to additional obligations or liabilities), Caterpillar shall have the right to suspend or terminate your right to access and use the Digital Offering immediately without notice. You are responsible for maintaining the confidentiality of all authentication credentials associated with your access to and use of the Digital Offering. You must promptly notify Caterpillar if you discover any possible misuse, loss, or disclosure of your accounts or authentication credentials or any security incident related to the Digital Offering. For the purposes of this EULA, “Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party hereto (but only for so long as such control exists), where “control” means ownership of more than fifty percent (50%) of the equity or other interests entitled to vote in the election of directors or corresponding managing authority of the Affiliate; provided that if the percentage of control permitted under applicable Laws is below the foregoing percentage, then such percentage shall apply.
1.6 Registered Assets; Transfer.
(a) The machines or equipment owned, leased or otherwise controlled by you or, if you are Dealer, your third-party end customer may be enrolled in your or, if you are Dealer, your third-party end customer's name under a Subscription or otherwise in connection with the Digital Offering, as applicable (such registered machines or equipment, "Registered Assets") in accordance with the policies and procedures made available by Caterpillar during the Term. Caterpillar may reject, terminate or suspend the enrollment of any Registered Asset if Caterpillar has reason to believe, in its sole discretion that: (i) you do not have adequate rights to enroll the Registered Asset in the Digital Offering; or (ii) the Digital Offering does not support such Registered Asset.
(b) The Digital Offering may include functionality that allows you (including Authorized Users) to control the machines or equipment associated with the Registered Assets, including to remotely access, activate, or control certain aspects of the Registered Assets or machines or equipment associated with Registered Assets. Caterpillar, and its Affiliates and each of their licensors, service providers, suppliers, subcontractors and distributors are not responsible for any access to or use of such functionality, including by Authorized Users or other third parties or through use of any third-party equipment, whether through the Digital Offering or otherwise, or for any resulting operation, movement, or condition of any Registered Asset. Any access to or use of such functionality is solely at your own risk. You shall not use any non-Caterpillar system or offering to control the physical movement of any Registered Asset. If you or any third party installs or uses any non-Caterpillar system or offering that controls the physical movement of a Registered Asset, Caterpillar shall have no liability for any resulting loss, damage, or other consequences.
(c) The Digital Offering does not prevent performance or maintenance issues with respect to, does not provide insurance for, is not an insurance product, and does not replace regular maintenance of, the machines or equipment associated with the Registered Assets; you and, if you are Dealer, your third-party end customers remain exclusively responsible for the operation and maintenance of such machines or equipment. You are responsible for confirming that each Registered Asset has all hardware, software, connectivity, calibrations, and configuration required for the applicable Digital Offering to function, and for maintaining sufficient connectivity for Caterpillar to activate, administer, modify, suspend, deactivate, or terminate the applicable Digital Offering.
1.7 Transfer. You should notify Caterpillar upon any sale or transfer of a Registered Asset by contacting Caterpillar using the appropriate customer service information provided on Cat.com. If Caterpillar is not notified of the sale or transfer, Caterpillar will not be liable for sharing Digital Offering Information (as defined below) with any other party, and you will indemnify and hold Caterpillar harmless in respect of any claims by the purchaser or transferee of the Registered Asset against Caterpillar for use or sharing of Digital Offering Information after the sale or transfer.
1.8 Jurisdictional Issues. The Digital Offering is controlled and operated from the United States and is not intended to subject Caterpillar or its Affiliates to any jurisdiction or Laws other than the jurisdiction and Laws of the United States. The Digital Offering may not be appropriate or available for use in some non-U.S. jurisdictions. By accessing or using the Digital Offering, you represent and warrant that the use of Digital Offering is not prohibited by the Laws in the jurisdiction of your location at the time of use.
2. Subscriptions.
This Section 2 applies only if and to the extent that your access to and use of the Digital Offering is provided under a Subscription; provided, however, that the defined terms set forth in this Section 2 apply throughout this EULA.
2.1. Subscriptions Generally; Dealer-Sold Subscriptions.
(a) Where the Digital Offering requires a Subscription, a Subscription must have been obtained to enroll a Registered Asset in the Digital Offering. For purposes of this Agreement, "Subscription" means a term-based right to access and use the Digital Offering with respect to a Registered Asset that is enrolled for use as part of the Digital Offering. Unless expressly provided otherwise by Caterpillar in applicable Supplemental Subscription Terms or the Dealer Subscription Purchasing Agreement, each Subscription shall be for a one (1) month term and shall automatically renew for successive one (1) month terms thereafter unless either party notifies the other of its intention not to renew the applicable Subscription at least thirty (30) days before the end of a Subscription term. The type, duration and other details regarding the Subscription are set forth in the ordering and Subscription management process as designated by Caterpillar from time to time ("Ordering Process"). Subscription terms and details may be changed by Caterpillar in accordance with Section 13.17. Upon renewal of your Subscription, you may be required to accept a new agreement, a supplemental agreement or an amendment to this Agreement.
(b) If you are obtaining your Subscription through Your Dealer, the price of the Subscription and all terms and conditions for invoicing and payment with respect to such Subscription will be established by Your Dealer, except to the extent otherwise provided in Sections 11.6 and 11.7. You will pay all amounts payable in respect of Subscriptions you purchase in accordance with Your Dealer's policies and separate agreement(s) between you and Your Dealer (including the Subscription Purchase Agreement). You acknowledge and agree that Your Dealer is independently owned and operated and is not an agent of Caterpillar.
(c) If you are Dealer, any Subscriptions for non-Affiliate third-party end customers must be obtained from you under your Dealer Agreement and not under this Agreement. Notwithstanding the foregoing, Dealer shall have no obligation to make a separate payment for a Subscription for enrollment of a Registered Asset if both: (i) the Registered Asset is enrolled pursuant to a Subscription that is obtained under a Dealer Agreement for a third-party end customer to whom you have resold such Subscription; and (ii) such third-party end customer has entered into an End User Agreement for the Digital Offering with Caterpillar that remains in effect.
2.2. Billing and Payment for Caterpillar Sold Subscriptions. This Section 2.2 is only applicable if you are obtaining a Subscription directly from Caterpillar under this Agreement. The Ordering Process may include an ordering, registration, activation, purchase, renewal, subscription management, or similar process designated by Caterpillar from time to time. Unless the applicable Ordering Process or Supplemental Subscription Terms (as defined in Section 13.16) provide different or more specific terms for the applicable Subscription, the following default terms apply.
(a) Billing. Caterpillar may invoice you on a monthly, quarterly or annual basis in arrears, depending on the type of Subscription, as specified in the Ordering Process. All payments made hereunder to Caterpillar are non-refundable unless otherwise provided by Caterpillar and except to the extent prohibited by applicable Laws. Under no circumstances will Caterpillar be obligated to issue a credit to you, including in the event of an expiration, termination, disablement or cancellation of a Subscription or expiration or termination of this EULA (unless otherwise required by applicable Laws).
(b) Payment. You will pay all amounts payable under this EULA when due, including all fees for Subscriptions that you purchase. Caterpillar will issue invoices to you. Each invoice will identify the fees payable by you in accordance with the pricing applicable to each Subscription. All amounts due under this EULA will be due the day of the month specified in the invoice or otherwise designated by Caterpillar. Payments must be remitted to the account identified, and are due in the currency stated, in the invoice.
(c) Taxes. You will be responsible, as required under applicable Laws, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on you upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of applicable taxes and duties, including VAT, HST/GST, excise taxes, sales and transactions taxes, and gross tax receipts ("Indirect Taxes"). Caterpillar may charge and you will pay all Indirect Taxes that Caterpillar is legally obligated or allowed to collect from you. You will provide all information to Caterpillar as reasonably required to determine whether Caterpillar is obligated to collect Indirect Taxes from you under any applicable Laws. Caterpillar will not collect, and you will not pay, any Indirect Tax for which you furnish Caterpillar a properly completed exemption certificate or a direct payment permit certificate for which you may claim an available exemption from such Indirect Tax. All payments made by you to Caterpillar under this EULA will be made free and clear of any withholding or deduction for taxes. If any taxes (for example, international withholding taxes) are required to be withheld on any payment, you will pay additional amounts as necessary so that the net amount received by Caterpillar is equal to the amount then due and payable under this Agreement.
(d) Late Payment. Caterpillar may suspend your (including all Authorized Users') access to the Digital Offering if you fail to make any payments by the applicable due date. Any payments not received by the due date will accrue late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by applicable Laws, whichever is lower. In addition, Caterpillar may, without waiving any other rights or remedies to which it may be entitled, take any one or more of the following actions: (a) not accept additional orders from you; (b) suspend or terminate its provision of the Digital Offering to you; and (c) seek collection of all amounts due, including reasonable attorney or legal fees, expenses and costs of collection. Caterpillar will have no liability to you for any such suspension or termination or for any refusal of additional orders. Except to the extent prohibited by applicable Laws, you may not withhold payment or take deductions from any invoice amount, including for returns, rebates, price adjustments, billing errors, shipping claims, handling fees, allowances, remittance costs and other charges.
(e) Currency Control. You represent and warrant that no currency control Laws prevent the payment to Caterpillar of any sums due under this Agreement. In the event that any such Laws come into effect such that payment in United States Dollars is not permitted, you will notify Caterpillar immediately, and if so instructed by Caterpillar, deposit all monies due to Caterpillar to the account of Caterpillar or its Affiliate in a local bank of Caterpillar's choice.
3. User Submissions and Interactive Services.
(a) The Digital Offering may permit you (including Authorized Users) to make available certain information or materials through or in connection with the Digital Offering (each, a “User Submission”), including on profile pages or through the Digital Offering’s interactive services, such as knowledge articles, message boards, posting channels, and other forums, and chatting, commenting and other messaging functionality (each such interactive service, an “Interactive Service”). You agree that Caterpillar does not control and is not responsible for any User Submissions, the use or misuse (including any distribution) by you or any third party of User Submissions, or for any of your (including Authorized Users) interactions with other users of the Digital Offering, and, subject to Section 9.3, you waive and hold harmless Caterpillar and its Affiliates from any claims resulting from your (including Authorized Users) use or misuse of, or interactions with User Submissions. You acknowledge and agree that Caterpillar has the authority to remove any User Submissions and any information from the Interactive Services at its discretion but is under no obligation to monitor the accuracy or completeness of any User Submission or the Interactive Services. Upon your reasonable, written request, Caterpillar will take commercially reasonable efforts to remove any inaccurate or objectionable User Submissions from the Interactive Services. Further, to the extent that you are notified that any User Submission or information you have made available through the Digital Offering, including through the Interactive Services, is inaccurate or otherwise objectionable, you agree to promptly investigate the matter and remove the content in question until a reasonable investigation confirms its accuracy or appropriateness. Without limiting the foregoing, you understand and agree that you (including Authorized Users) may be exposed to User Submissions that are inaccurate, inappropriate for children, or otherwise objectionable, and you agree that neither Caterpillar nor its Affiliates will be liable for any such User Submissions. If you (including Authorized Users) choose to act upon User Submissions, you do so at your (including Authorized Users’) own risk. If you (including Authorized Users) choose to make any of your personal information as defined in the Data Governance Documents (“Personal Information”) or other information publicly available through the Digital Offering, you (including Authorized Users) do so at your (including Authorized Users’) own risk. For the avoidance of doubt, User Submissions shall not be Feedback, as that term is defined under Section 7.2.
(b) The Digital Offering may also enable you (including Authorized Users) to send messages to third parties, such as Your Dealer, via integrated third-party messaging technologies or platforms (e.g., SMS, WhatsApp). Caterpillar does not guarantee message delivery, accuracy, or dealer responsiveness and disclaims any responsibility for the content of such messages or the outcomes of those communications. Use of third-party messaging platforms is at your own risk and may be subject to separate third-party terms and privacy policies. You are solely responsible for the content of any such communications and must ensure that you have obtained all necessary rights and consents to send and display those messages via the Digital Offering.
(c) You shall not submit or cause to submit through the Digital Offering any competitive information from you that you received from a competitor of Caterpillar. We cannot accept information that would violate our Code of Conduct located at https://www.caterpillar.com/en/company/about-caterpillar/code-of-conduct.html, such as information that is a trade secret, obtained in breach of a confidentiality obligation, or obtained through improper means (misrepresentation, misappropriation, bribery, etc.) and you shall not provide or make available any such information through the Digital Offering or sharing it with Caterpillar through other communication channels. To document that you are not the conduit between Caterpillar and a Caterpillar competitor, you shall document the source of the information you submit through User Submissions, Interactive Services, or otherwise through the Digital Offering, including when and how you obtained it, prior to sharing with Caterpillar. If you have any questions about this, contact Caterpillar in accordance with Section 13.8 before submitting any information through the Digital Offering or sharing it with Caterpillar through other communication channels.
4. Digital Offering Information.
4.1 Collection of Data.
(a) By downloading, accessing or using the Digital Offering, you (including Authorized Users) consent to the collection, storing, processing, use, sharing and disclosure of information (to the extent not contradictory to the EU Data Act, where applicable, or other applicable Laws), regardless of whether collected prior to you entering into this EULA or thereafter, as described in the Data Governance Statement located at https://www.caterpillar.com/en/legal-notices/data-governance-statement.html, Caterpillar’s Global Data Privacy Statement, and the specific Privacy Notice applicable to the Digital Offering (collectively, the “Data Governance Documents”). The Data Governance Documents and any other Caterpillar policies or notices hyperlinked to these Terms may change from time to time, so review them with regularity and care. If the Data Governance Documents materially change, Caterpillar will notify you by indicating such changes in the Digital Offering or by other reasonable means, including e-mail. Specific information collected, transmitted and processed may change over time and vary based on, among other things, the Registered Assets, the telematics hardware installed on the Registered Assets (and the configuration of such hardware), the version of the Digital Offering and as detailed in the Data Governance Documents. The information collected, stored, processed, used, shared or disclosed by or through the Digital Offering, disclosed by you to the Digital Offering, or related to the Registered Assets is referred to as the “Digital Offering Information.”
(b) Digital Offering Information may include information (including data analytics and insights): (i) collected from machines or equipment owned, leased, or otherwise controlled by you (including Registered Assets), (ii) collected from other sources (whether provided by third parties or Caterpillar) that make such information available to the Digital Offering; (iii) derived from or relating to access to or use of the Digital Offering; (iv) information collected independent of the Digital Offering and (v) System Data, Operations Data, and Personal Information, and Location Data, each as defined and described in the Data Governance Documents. Except for Authorized User account information and except to the extent that you separately subscribe to Operator Management Services (OMS) or use another Digital Offering service or functionality through which Caterpillar processes Personal Information on your behalf and that is expressly designed to receive, display, or associate identifying information of your operators or drivers with Digital Offering Information (collectively, "OMS Services"), you acknowledge and agree that, to Caterpillar, the Digital Offering Information is not personal information and the Digital Offering Information is not intended to be personal information. Subject to Section 9.3, you waive and hold harmless Caterpillar and its Affiliates from any claims resulting from allegations that the Digital Offering Information is Personal Information. Except for Authorized User account information, to the extent Personal Information is processed through OMS Services, you instruct Caterpillar to process such Personal Information in accordance with the parties’ applicable Data Privacy Addendum (“DPA”) and, to the extent not inconsistent with the DPA, on your behalf as necessary to provide, administer, maintain, support, and improve the Digital Offering, perform Caterpillar’s obligations under this Agreement, comply with applicable law, and as otherwise described in the Data Governance Documents or directed by you. In the event of a conflict between this Agreement and the DPA with respect to Personal Information, the DPA will control. Depending on the operating system, the Digital Offering may request permission to collect user information and location information upon first use (e.g., in mobile application operating systems). Certain operating systems have options to restrict the collection of certain location and usage information. In the event that you have those options enabled, you will restrict certain functionality of the Digital Offering, if applicable. For the purposes of the EU Data Act, where applicable, or other applicable Laws, you agree on the collection and use of Digital Offering Information, to the extent the information consists of non-personal information, by Caterpillar and its Affiliates.
(c) Certain Digital Offering Information from separate services, including SOS fluid sampling services, provided by Caterpillar, independent Dealers, or other third parties may be provided to You through the Digital Offering. For the avoidance of doubt, these separate services, including the SOS fluid analysis services and training services, are not part of the Digital Offering, not offered under this Agreement, and may be subject to separate agreements, subscriptions, or fees. Any such information is provided “AS IS”, is not intended to replace or negate the need for usual equipment observations and maintenance works, and, as it relates to SOS fluid sampling services data, is intended only as an aid in predicting mechanical wear and Caterpillar makes no representation or guarantee, express or implied, against failure, deterioration, or damage of the relevant equipment or any of its components.
4.2 Use and Disclosure of Digital Offering Information. You hereby grant to Caterpillar and its Affiliates, and each of their respective licensors, service providers, suppliers, subcontractors and distributors, and to the extent not contradictory to the EU Data Act, where applicable, or other applicable Laws, a non-exclusive, worldwide, perpetual, paid-up, right and license, including the right to grant and authorize sublicenses through multiple levels, to access, use, process, manipulate, modify, compile with other data or works and/or create derivative works of the Digital Offering Information in accordance with the Data Governance Documents. To the extent that Caterpillar processes Personal Information on your behalf, such Personal Information will be processed in accordance with the parties' applicable DPA. You understand and agree that the Digital Offering Information may be transmitted to and processed in countries that have different data protection Laws than in the country in which you have your principal place of business. Caterpillar does not assume any obligations with respect to the Digital Offering Information, other than as expressly set forth in this EULA or as required by the EU Data Act, where applicable, or by other applicable Laws.
4.3 Submitted Digital Offering Data. For purposes of this Agreement, “Submitted Digital Offering Data” means all Digital Offering Information that you submit or otherwise make available to Caterpillar under this Agreement. Your rights to Submitted Digital Offering Data shall remain subject to any restrictions or terms that apply to Submitted Digital Offering Data under any other agreement you have with Caterpillar or any third party, and Caterpillar does not make any representations or warranties with respect to such data under this Agreement. You represent, warrant and covenant that (a) you have secured and will maintain all rights, and have obtained and provided all required notices and obtained all legally required consents, necessary to make available Submitted Digital Offering Data (including all Personal Information therein) to Caterpillar, its Affiliates and their respective licensors, service providers, suppliers, subcontractors and distributors and to enable such entities to provide the Digital Offering in accordance with this Agreement, and to exercise the rights and licenses granted hereunder, without violating the rights of any third party or otherwise obligating Caterpillar to you or to any third party, and (b) you are solely responsible for all Submitted Digital Offering Data, including: (i) the accuracy, integrity, quality, legality, reliability, and appropriateness of Submitted Digital Offering Data; (ii) creating and maintaining backups and copies of all Submitted Digital Offering Data, including for use in the event of a disaster or loss of Submitted Digital Offering Data stored in the Digital Offering; and (iii) adopting procedures to identify and correct errors and omissions in Submitted Digital Offering Data and correcting such errors and omissions. Without limiting the foregoing, to the extent that you can identify an individual using the Digital Offering Information and you make the information relate to such individual, you agree to comply to with all Laws applicable to the use of such information (e.g., data privacy, data security, employment, etc.) and you are solely responsible to determine the means, purpose, and sufficiency of such data for such use. If you are Dealer, with respect to those portions of Submitted Digital Offering Data made available to you by a third-party end customer with respect to such third-party end customer's Registered Assets, the obligations imposed by the immediately preceding sentence shall be deemed to have been met for so long as such third-party end customer has entered into an End User Agreement for the Digital Offering directly with Caterpillar that remains in effect.
4.4 Reserved.
4.5 Communication Systems; Risk of Interception. Some features of the Digital Offering require use of various networking and communications systems. You hereby consent to such communications and, subject always to Section 9.3, waive any claims that you may have against Caterpillar or its Affiliates with respect to such communications. You recognize that such systems have an inherent risk of interception and/or interference and, therefore, may not be secure and that Caterpillar has no responsibility for the availability, quality or performance of communications services or equipment furnished by third-party communication carriers.
4.6 Legal Requests. If Caterpillar or its Affiliates receive any order, demand, warrant, or any other document requesting or purporting to compel the production of Personal Information included in the Digital Offering Information, Caterpillar or its Affiliates will promptly notify you (to the extent permissible under applicable Laws), prior to such disclosure so that you may, at your own expense, exercise such rights as you may have under applicable Laws to prevent or limit such disclosure.
4.7 Receipt, Archival and Retrieval of Data. Caterpillar reserves the right to refuse to accept any Digital Offering Information that you may provide. Notwithstanding the foregoing, you acknowledge that unless contradictory to the EU Data Act, where applicable, or other applicable Laws, Caterpillar has no responsibility for the deletion or failure to store any Digital Offering Information.
4.8 Breach Notification. Caterpillar will comply with all breach notification Laws applicable to Caterpillar pertaining to (a) Personal Information provided to Caterpillar by you (including Authorized Users), and (b) if you are a Dealer, Personal Information provided to Caterpillar by your third-party end customers.
4.9 Mobile Data and GPS. The Digital Offering may communicate via the Internet with Caterpillar servers. You are responsible for data cost when accessing the Digital Offering on your device. The Digital Offering may collect location information to support the functionalities and features of the Digital Offering. Note that continued use of GPS and/or data transmission running in the background can decrease battery life.
4.10 Telematics Devices, Remote Services. Transmission of information using a telematics device (including cellular, satellite, local area networks and other similar systems) may be subject to legal requirements (including with respect to radio frequency use authorization) that may vary from location to location. You agree to comply with all legal requirements relating to transmission and receipt of information using telematics devices, including limiting use of any such device to those locations where all legal requirements for the use of the device and related communications networks have been satisfied. Except to the extent prohibited by applicable Laws, Caterpillar disclaims all liability related to any failure to comply with any legal requirements relating to transmission of information using telematics devices. If Caterpillar discovers any such non-compliance, Caterpillar may discontinue the transmission of information from that Registered Asset. Caterpillar may perform remote diagnostics and make available remote software and firmware updates and upgrades for Registered Assets, including telematics devices installed on Registered Assets. Caterpillar’s processes for delivering remote updates and upgrades are described in the Cat® Remote Services – Software Update Process for Select Product Link™ Telematics and Cat Equipment Control Module (ECM) Software. You acknowledge and agree that you choose to participate in Remote Services (including, remote diagnostics and remote updates and upgrades) for your Registered Assets and associated telematics devices and authorize Caterpillar to remotely access, program and install updates and upgrades for your devices and Assets in accordance with the Data Governance Statement and the processes described in the above referenced software update process. Caterpillar cannot guarantee that user preferences and configuration settings that have been established by Customer or its Authorized Users will be preserved following an update to Registered Assets, whether performed remotely or otherwise.
4.11 Condition Monitoring Recommendations. Caterpillar may provide condition monitoring services and recommendations (the “CM Services”) through or as part of the Digital Offering. Caterpillar makes no warranty to, and assumes no responsibility for, the correctness, sufficiency, or completeness of the CM Services, including the content of recommendations. The CM Services are provided “AS IS” and are not intended to provide a comprehensive source of information on all operational, safety and regulatory requirements applicable to your activities and other or additional measures may be required under your particular circumstances. You are solely responsible for determining whether the procedures suggested in the CM Services are sufficient for your operations and for implementing the appropriate procedures. Notwithstanding anything to the contrary in this EULA, Caterpillar grants you a nonexclusive, nontransferable, perpetual, revocable, non-sublicensable, royalty free license to use, modify, copy, and distribute the CM Services solely for your internal business operations. You agree not to otherwise copy, reproduce, distribute or use any of the CM Services and not to sell, transfer, distribute, lease, disclose, or publicly perform any of the CM Services in any manner to or for a third party.
4.12 AI Functionalities.
(a) Artificial intelligence-powered (AI) functionality may be provided or accessed through or as part of the Digital Offering. To the fullest extent permitted by applicable law, the AI functionality and the AI-generated output are provided “AS IS” and Caterpillar makes no warranty to, and assumes no responsibility or liability for, the correctness, sufficiency, or completeness thereof or for any decisions, actions, or omissions taken in reliance on such AI‑generated output. Any business transaction or commitment proposed through the AI functionality is effective only if and when confirmed by an authorized human representative of Caterpillar or completed via an authorized Caterpillar purchasing platform (e.g., Parts.cat.com). Except as stated by Caterpillar in product documentation for a particular AI functionality or Digital Offering, you acknowledge that the AI functionality is not designed for, and must not be used to directly control any emergency or safety functions, or for uses likely to result in any AI functionality being deemed a "high-risk AI system" under the EU AI Act and any similar U.S. or other jurisdictional laws. This includes, without limitation, decisions or assessments relating to employment matters (such as performance evaluation), an individual’s creditworthiness, or any other decision that produces legal, financial, or similarly significant effects on an individual.
(b) For the avoidance of doubt, (i) all use of the AI functionality and output is subject to the requirements in this EULA, including the Acceptable Use Policy, and (ii) Caterpillar may use any inputs to or outputs from the AI functionalities, or information otherwise made available through use of the Digital Offering, consistent with the Data Governance Statement, including to train computational models for the purpose of improving Caterpillar’s products and services. You understand and agree that Caterpillar is the sole owner of the results from such training and this right shall survive any termination of the EULA.
(c) You acknowledge that you remain solely responsible for all decisions, actions, operational decisions, and omissions in connection with your use of the AI functionalities, including safe operation and control of any Registered Asset or other product with which the AI functionality interfaces. The AI functionality is not a substitute for your professional judgment, operator training, or safety procedures. Official Caterpillar source documents, including Operation & Maintenance Manuals (OMM), control in all cases, and you are responsible for independently validating any AI‑generated output against those sources prior to reliance or use.
5. Confidential Information. You acknowledge and agree that the Digital Offering and all Digital Offering Information other than Submitted Digital Offering Data and Provided Data (as defined below) emanating from the Digital Offering and Caterpillar’s business in any form are considered Caterpillar’s confidential information (“Confidential Information”). For purposes of this Agreement, “Provided Data” shall mean the Digital Offering Information that is operational performance data of the Caterpillar machine owned or operated by you or your customer that is provided to you by Caterpillar through the Digital Offering. Provided Data excludes any confidential information, proprietary data, personal information, trade secrets, or data derived from proprietary algorithms or further material processing by Caterpillar. You agree that you will, during or after the term of this EULA, (a) protect Confidential Information from unauthorized dissemination and use, (b) use Confidential Information only for the performance of this EULA and the exercise of any rights granted to you under this EULA, (c) not disclose any Confidential Information to any of your employees, agents, contractors or any other individuals, including over Third-Party Software/Services and Systems, except to Authorized Users and other employees and contractors, each of whom are under confidentiality obligations no less restrictive than the requirements of this Section 5, and (d) not remove or destroy any proprietary or confidential legends or markings placed upon or contained within the Confidential Information. Without limiting the generality of the foregoing, to the extent that this EULA permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights designations that appear in the original versions and parties shall keep detailed records of the location of all Confidential Information.
6. Third Party Software/Services; Data Exchange; Networked Sites.
6.1 Third Party Software/Services. The Digital Offering may be bundled with and connected to non-Caterpillar-branded software, and/or content or services that are provided by third parties (collectively “Third Party Software/Services”), including those that are provided by Caterpillar’s independent authorized dealers. Certain Digital Offerings or functionality may be provided by Caterpillar Affiliates, joint ventures, or third-party licensors and may be subject to additional or different terms presented or incorporated in connection with such Digital Offering or functionality. Certain functionalities of the Digital Offering may display, process, or make available data originating from Third Party Software/Services, including approved third-party telematics providers or third-party systems. You acknowledge that your access to or use of any such Third Party Software/Services is at your own risk and may be governed by additional third party terms or policies, including privacy policies. Caterpillar is not responsible for, and expressly disclaims, any liability in connection with any Third Party Software/Services, your access or use thereof, any such third-party data, or any terms imposed by such Third Party Software/Services. If a Third Party Software/Services imposes additional or different terms and conditions, the provisions of that Third Party Software/Services terms and conditions shall control your interaction with such Third Party Software/Services, provided that nothing in such Third Party Software/Services terms shall relieve you of your obligations under this Agreement. Any third party names, logos, product and service names, designs, and slogans in the Digital Offering are the trademarks of their respective owners. THE THIRD PARTY SOFTWARE SERVICES, INCLUDING ALL PRODUCTS, SERVICES, FUNCTIONALITY, DATA, AND OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE THIRD PARTY SOFTWARE/SERVICES, TO THE EXTENT PROVIDED THROUGH THE DIGITAL OFFERING, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO CATERPILLAR PARTY (DEFINED BELOW) MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE THIRD PARTY SOFTWARE/SERVICES OR THE PRODUCTS, SERVICES, FUNCTIONALITY, DATA, OR OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE THIRD PARTY SOFTWARE/SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WITH RESPECT TO THE THIRD PARTY SOFTWARE/SERVICES, THE CATERPILLAR PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
6.2 User Convenience Repository.
The Digital Offering may enable you to upload certain files related to the maintenance, service, and operational performance of your or, if you are a Dealer, your customer’s Registered Assets and associate such files to a particular Registered Asset to the User Convenience Repository. The User Convenience Repository may be used solely for the purpose of storing materials related to the maintenance, service, and operational performance of Registered Assets. For the avoidance of doubt, You acknowledge and agree that your representations, responsibilities, waivers, and permissions set forth in Section 3 shall apply to all materials submitted into the User Convenience Repository. Caterpillar may restrict the volume, size, and type of materials able to be stored in the User Convenience Repository if Caterpillar believes that such volume, size, or type of materials may adversely affect performance of the Digital Offering or Caterpillar’s or a third party’s other systems and has no responsibility for the deletion or failure to store any materials. For the avoidance of doubt, the materials submitted into the User Convenience Repository Materials shall not be Feedback, as that term is defined under Section 7.2.
6.3 Data Exchange and Third-Party Assets. The Digital Offering may permit you to initiate the communication, transfer, and exchange of certain Digital Offering Information between the Digital Offering and certain third-party assets, devices or systems approved by Caterpillar for use in connection with the Digital Offering (“Third-Party Assets”). Caterpillar does not exercise control over the form or quality of any data or information (including the Digital Offering Information) generated by or transmitted to the Third-Party Assets, including through APIs not exposed by Caterpillar. Therefore, you agree to the following:
(a) You accept all limitations in the display and use of all data and information imported via Third-Party Assets;
(b) Caterpillar may restrict the volume and type of data and information transmitted to and from the Digital Offering if Caterpillar believes that such volume or type of data or information may adversely affect performance of the Digital Offering or Caterpillar’s or a third party’s other systems;
(c) Additional charges may apply to enable interfaces with Third-Party Assets under this Agreement or your Subscription, as applicable, or a separate Subscription may be required;
(d) You must obtain all necessary licenses and third-party consents to permit Caterpillar to access the Third-Party Assets and any related data. Caterpillar will not be responsible for the quality, quantity, type, parameters, or any other issues related to the Third-Party Assets data received by Caterpillar. You represent to Caterpillar that you have the right to make available the Third-Party Assets data to Caterpillar and to grant to Caterpillar the right to access and use such Third-Party Assets (including as your authorized user using your credentials, if applicable, and without imposing any additional obligations on Caterpillar) data in accordance with this Agreement; and
(e) You are responsible for all interactions with the third parties relating to the Third-Party Assets and any related data and are responsible for escalating and resolving any issues relating to such systems and data, including but not limited to the quality, robustness, speed, and all other issues surrounding the Third-Party Assets outputs. You are responsible for promptly reporting any changes to the Third-Party Assets (or related data) that may impact Caterpillar’s interface with the Third-Party Assets (or related data).
6.4 Networked Websites and Service Offerings. Notwithstanding anything to the contrary in this EULA, additional or different terms and conditions may apply to certain networked sites operated by Caterpillar (the “Networked Sites”). If applicable, such additional or different terms and conditions will be posted on the relevant Networked Site. If a Networked Site has imposed additional or different terms and conditions, the provisions of that Networked Site shall control for the use of that Networked Site in the event of a conflict with these Terms. Except as expressly supplemented or superseded as described herein, these Terms apply to all Networked Sites and control your use thereof.
6.5 Support Services Not Included. Caterpillar will not provide any support services under this EULA. Caterpillar may offer support services separately. Any supplemental software or related materials that Caterpillar provides to you as part of any support services, including software patches or updates, are to be considered part of the Digital Offering and are subject to the terms and conditions of this EULA.
7. Intellectual Property.
7.1 Reservation of Rights; Rights to Use. Except as expressly granted herein, neither party is granted any rights or licenses, whether express or implied, under the other party’s intellectual property rights. The Digital Offering is licensed, not sold. Nothing in this EULA or otherwise will be deemed to grant to you an ownership interest in any of the intellectual property rights in or to any of the Digital Offering. You represent, warrant, and covenant that you have rights to submit information, communications, and materials that you submit or transmit to Caterpillar through the Digital Offering, and Caterpillar and its Affiliates and agents may use such information, communications, and materials for any purpose without further consideration, consent, or notice to you or any third party. Under no circumstances will you acquire any ownership rights or other interest in this Digital Offering by or through your use of the Digital Offering.
7.2 Feedback. If you provide any ideas, proposals, suggestions, comments, videos, photos or other materials (“Feedback”), whether related to the Digital Offering or otherwise, you hereby acknowledge and agree that (i) Caterpillar does not control and is not responsible for any Feedback or the use or misuse (including any distribution) by any third party of Feedback and (ii) such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Caterpillar under any fiduciary or other obligation. In addition, by submitting Feedback, you hereby grant to Caterpillar a royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, non-terminable, transferable, worldwide right and license (including the right to grant and authorize sublicenses through multiple levels) to such Feedback and all intellectual property rights pertaining thereto for any and all purposes and in any and all media, whether alone or together or as part of any material of any kind or nature, and you waive all moral and similar rights in connection therewith. Any disclosure of such Feedback by Caterpillar to third parties (other than to Caterpillar’s Affiliates and Caterpillar’s and its Affiliates’ licensors, service providers, suppliers, or distributors) shall not attribute the Feedback to you.
7.3 Caterpillar Intellectual Property Rights.
(a) Except as expressly provided herein, Caterpillar, its Affiliates, and each of their respective licensors and suppliers retain all of their respective right, title, and interest in and to the Digital Offering and all intellectual property rights in or pertaining to the Digital Offering or its use, including the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the Digital Offering, and all processes, tools, software, technology, Confidential Information, and trade secrets pertaining to the Digital Offering, together with any custom developments created or provided in connection with or related to this EULA (“Digital Offering Background IP”). You shall have no right to, and will not, create any modifications, extensions, or derivatives (including derivative works) of any of the Digital Offering Background IP, or to derive any technology from the Digital Offering Background IP (such modifications, extensions, derivatives (including derivative works) and technology, collectively “Derivatives”). If any Derivatives are created, notwithstanding the restrictions set forth above, you will and hereby do assign to Caterpillar irrevocably and without further consideration, all right, title, and interest in and to such Derivatives and all intellectual property rights pertaining thereto in the United States and in any other country. Except to the extent prohibited by applicable Laws, if and to the extent that any Derivatives or any intellectual property rights pertaining thereto are not so assignable by you to Caterpillar, you will and hereby do grant to Caterpillar a royalty-free, fully paid-up unrestricted, perpetual, irrevocable, non-terminable, transferable, worldwide, exclusive license (including the right to grant and authorize sublicenses through multiple levels) to any Derivatives and all intellectual property rights pertaining thereto for any and all purposes and in any and all media, whether alone or together or as part of any material of any kind or nature, and waive all moral and similar rights thereto.
(b) Caterpillar retains all copyrights in any text, graphic images, and software owned by Caterpillar and hereby authorizes you to electronically copy documents published herein solely for the purpose of transmitting or viewing the information. You may not mirror, modify, or otherwise alter any files in the Digital Offering for rebroadcast, print, or reproduction of the information contained therein, without written permission from Caterpillar. You may not, however, take any screenshots, make printouts, email, post or repost online, or share, reproduce, or retransmit such materials through any current or future mechanism or method without our prior written consent or as set forth in this EULA. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any Caterpillar copyright, patent, or trademark.
(c) CAT®, CATERPILLAR®, LET’S DO THE WORK™, their respective logos, "Caterpillar Corporate Yellow," the "Power Edge," and Cat “Modern Hex” trade dress as well as corporate and product identity used herein, are trademarks of Caterpillar and may not be used without permission. Cat and Caterpillar are registered trademarks of Caterpillar Inc., 5205 N O'Connor Blvd Ste. 100, Irving, TX 75039. Microsoft is a trademark of Microsoft Corporation. Apple and iOS are trademarks of Apple Computer, Inc. Android is a trademark of Google LLC. Nothing contained in this application should be construed as granting or permitting any right to use such trademarks.
(d) The information in this Digital Offering, including text, images, and links, are PROVIDED "AS IS" BY CATERPILLAR INC. SOLELY AS A CONVENIENCE TO CATERPILLAR DEALERS AND CUSTOMERS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Caterpillar assumes no responsibility for errors or omissions in this Digital Offering or other documents which are referenced by or linked to this Digital Offering. This Digital Offering could include technical or other inaccuracies, and not all products or services referenced herein are available in all areas. Changes are periodically added to the information, and Caterpillar may change the products or services described in this Digital Offering at any time. Contact a local Caterpillar dealer for further information before relying on any information contained herein.
7.4 Trademarks. You acknowledge that you will not use the Digital Offering for any purpose other than permitted under the License. You further acknowledge that Caterpillar and its licensors retain all ownership and intellectual property rights to the Digital Offering, including any names, marks, brands, logos, designs, trade dress, slogans, and other designations Caterpillar uses in the Digital Offering or in connection with its products and services that appear in the Digital Offering (“Caterpillar Trademarks”). You acknowledge Caterpillar’s rights in Caterpillar Trademarks and agree that you shall not use any Caterpillar Trademarks for any purpose. You further agree not to incorporate any Caterpillar Trademarks into your marks, company names, internet addresses, domain names, or any other similar designations. Under no circumstances will you acquire any ownership rights or other interest in any Caterpillar Trademarks used on this Digital Offering or in connection with Caterpillar products and services that appear in the Digital Offering by or through your use of the Digital Offering.
7.5 DMCA. Caterpillar respects the rights of all copyright holders and in this regard, Caterpillar has adopted and implemented a policy that provides for the removal from its websites and Digital Offerings of materials that infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Caterpillar’s Copyright Agent all of the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site.
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Caterpillar to locate the material. Information reasonably sufficient to permit Caterpillar to contact the complaining party.
(d) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the Law.
(e) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(f) Caterpillar’s Copyright Agent for notice of claims of copyright infringement on or regarding this site can be reached as follows: Copyright Agent, 100 N.E. Adams St., Peoria, IL 61629-9620; E-mail: CopyrightAgent@cat.com.
8. No Warranty. THE DIGITAL OFFERING, THE DIGITAL OFFERING INFORMATION, AND ALL OTHER CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, AND OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DIGITAL OFFERING, ARE PROVIDED BY THE CATERPILLAR PARTIES (AS DEFINED BELOW) ON AN “AS IS” AND “AS AVAILABLE” BASIS. CATERPILLAR AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, SUPPLIERS, SUBCONTRACTORS AND DISTRIBUTORS (THE "CATERPILLAR PARTIES"), TO THE EXTENT NOT CONTRADICTORY TO THE EU DATA ACT, WHERE APPLICABLE, OR OTHER APPLICABLE LAWS, PROVIDE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE OF ANY KIND, INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THIS EULA OR OTHERWISE AS TO THE OPERATION OF THE DIGITAL OFFERING OR THE DIGITAL OFFERING INFORMATION AND ALL OTHER CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY OR OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU. THE DIGITAL OFFERING IS NOT INTENDED TO PROVIDE ANY EMERGENCY, MISSION CRITICAL OR SAFETY RELATED FUNCTIONALITY AND YOU SHALL NOT USE THE DIGITAL OFFERING IN THAT MANNER. WITHOUT LIMITING THE FOREGOING, AND, WHERE APPLICABLE, TO THE EXTENT NOT CONTRADICTORY TO THE EU DATA ACT, OR OTHER APPLICABLE LAWS, NONE OF THE CATERPILLAR PARTIES PROVIDE ANY WARRANTY THAT THE DIGITAL OFFERING WILL BE FREE FROM ERRORS OR INTERRUPTION (INCLUDING INTERRUPTIONS DUE TO CYBERATTACKS OR MALICIOUS CODE OR OTHERWISE) OR BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE NOT EXPLICITLY SPECIFIED IN THE APPLICABLE DOCUMENTATION. THE CATERPILLAR PARTIES DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR ACCESS TO OR USE OF THE DIGITAL OFFERING. YOU AGREE THAT YOUR ACCESS TO OR USE OF THE DIGITAL OFFERING IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR INFORMATION SYSTEMS OR ASSETS OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS OR USE. NOTWITHSTANDING YOUR (INCLUDING AUTHORIZED USERS’) ACCESS TO AND USE OF THE DIGITAL OFFERING AND REGARDLESS OF ANY INFORMATION PROVIDED THROUGH THE DIGITAL OFFERING (WHETHER ACCURATE OR INACCURATE) REGARDING THE OPERATION, MAINTENANCE OR PERFORMANCE STATUS OF ANY CATERPILLAR PRODUCT (INCLUDING ANY REGISTERED ASSET), YOU AND, IF YOU ARE DEALER, YOUR THIRD PARTY END CUSTOMERS ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISK RELATED TO, THE PROPER OPERATION, SUPPORT AND MAINTENANCE OF SUCH PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY OF THE CATERPILLAR PARTIES SHALL CREATE A WARRANTY. SHOULD THE DIGITAL OFFERING OR ANY SERVICES PERFORMED OR PROVIDED BY THE DIGITAL OFFERING OR CATERPILLAR PARTIES THROUGH OR USING THE DIGITAL OFFERING PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF YOU CHOOSE TO CONTINUE TO USE THE DIGITAL OFFERING. THE FOREGOING EXCLUSIONS AND LIMITATIONS ARE NOT INTENDED TO APPLY TO: (A) DEATH OR BODILY INJURY TO THE EXTENT DIRECTLY CAUSED BY A CATERPILLAR PARTY'S GROSS NEGLIGENCE; OR (B) FRAUD OR WILLFUL MISCONDUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 8 MAY NOT APPLY TO YOU. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 8 ARE SUBJECT ALWAYS TO SECTION 9.3 AND THIS SECTION 8 DOES NOT LIMIT THE TERMS OF ANY PRODUCT WARRANTY SEPARATELY OFFERED BY CATERPILLAR TO YOU.
9. Limitation of Liability.
9.1 Exclusion of Damage Types. TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND, WHERE APPLICABLE, TO THE EXTENT NOT CONTRADICTORY TO THE EU DATA ACT, OR OTHER APPLICABLE LAWS, AND SUBJECT ALWAYS TO SECTION 9.3, IN NO EVENT SHALL THE CATERPILLAR PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL OR EQUITABLE THEORY, FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE DIGITAL OFFERING, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT FULLY INURE TO YOU IN ITS ENTIRETY.
9.2 Limitation of Liability Amount. TO THE MAXIMUM EXTENT ALLOWED BY LAW AND, WHERE APPLICABLE, TO THE EXTENT NOT CONTRADICTORY TO THE EU DATA ACT, OR OTHER APPLICABLE LAWS, AND SUBJECT ALWAYS TO SECTION 9.3: THE AGGREGATE LIABILITY OF THE CATERPILLAR PARTIES, UNDER OR IN CONNECTION WITH THIS EULA WILL NOT EXCEED: (a) IF YOU ARE PURCHASING A SUBSCRIPTION DIRECTLY FROM CATERPILLAR UNDER THIS AGREEMENT, THE TOTAL AMOUNTS PAID BY YOU TO CATERPILLAR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE LAST CAUSE OF ACTION TO ARISE HEREUNDER; (b) IF YOU ARE CUSTOMER PURCHASING A SUBSCRIPTION FROM YOUR DEALER UNDER A SUBSCRIPTION PURCHASE AGREEMENT, THE TOTAL AMOUNTS PAID BY YOU TO YOUR DEALER UNDER THE SUBSCRIPTION PURCHASE AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE LAST CAUSE OF ACTION TO ARISE HEREUNDER; OR (c) IF YOU HAVE NOT OBTAINED ANY SUBSCRIPTION, ONE HUNDRED U.S. DOLLARS (US$100.00). FOR CLARITY, THE FOREGOING CONSTITUTES A CUMULATIVE CAP THAT IS APPLIED TO ALL CAUSES OF ACTION HEREUNDER AND IS NOT TO BE APPLIED ON A CLAIM-BY-CLAIM BASIS. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
9.3 Non-Excludable Guarantees. The limitations and exclusions in this EULA apply to the fullest extent permitted by Law and to the extent not contradictory to the EU Data Act, where applicable. Nothing in this EULA excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by any applicable law that cannot be excluded, restricted or modified.
10. Indemnity.
10.1 Indemnity. You agree to fully indemnify, defend, and hold harmless Caterpillar Inc. and the Caterpillar Parties involved in making the Digital Offering available from and against any and all claims, losses, costs (including court costs), fees (including reasonable legal fees), damages, and expenses (“Claims”) that such Caterpillar Parties may incur to the extent such Claims arise out of or relate to: (i) a material breach by you (or anyone acting under your account or password) of this EULA, (ii) your negligent or fraudulent use of the Digital Offering or use in a manner not explicitly permitted by this EULA, or (iii) if you are Dealer, any Claim brought by a third-party end customer against a Caterpillar Party, other than to the extent that such Claim directly results from a breach by Caterpillar of such third-party end customer's End User Agreement for the Digital Offering.
10.2 Process. The Caterpillar Party will promptly notify the indemnifying party of any Claim subject to this Section 10, provided, however, that any such failure to notify will not relieve the indemnifying party of its indemnification obligations under this Section 10 unless, and only to the extent that, the indemnifying party can demonstrate that it was prejudiced by such failure. The Caterpillar Party shall give the indemnifying party full control and authority over, and reasonable assistance in connection with, the defense and settlement of the applicable Claim, except that: (a) no settlement requiring the Caterpillar Party to admit liability, or to pay any money or otherwise take on any obligation may be made without the prior written consent of the Caterpillar Party, such consent not to be unreasonably withheld or delayed; and (b) the Caterpillar Party may join in the defense with the indemnified party’s own counsel at the indemnified party’s own cost and expense.
11. Term; Termination and Suspension.
11.1 Term. Unless earlier terminated in accordance with this Section 11, this EULA will remain in effect until the later of: (a) if you have obtained one or more Subscriptions, the expiration or termination of your last remaining Subscription; and (b) if you access or use the Digital Offering without a Subscription, the date on which you uninstall (if applicable) and permanently cease using the Digital Offering and, if applicable, deactivate your Caterpillar account credentials (the "Term").
11.2 Termination by You. You may terminate any or all of your Subscriptions, including any renewals thereof, by cancelling such Subscriptions via the Ordering Process and as described in the Supplemental Subscription Terms, as applicable. Cancellation will take effect as described in the Ordering Process or Supplemental Subscription Terms. Unless expressly stated otherwise in the applicable Ordering Process or Supplemental Subscription Terms or required by applicable law, cancellation does not entitle you to a refund or early termination of the then-current Subscription term. You may terminate this EULA for any reason or for no reason by providing ten (10) days’ prior written notice to Caterpillar in accordance with Section 13.8, provided that termination of this EULA will not relieve you of any payment obligations incurred before termination or alter the cancellation, renewal, refund, or minimum-term provisions applicable to any Subscription under the Ordering Process or Supplemental Subscription Terms. If your access to the Digital Offering is not provided under a Subscription, you may also terminate this EULA at any time by uninstalling the Digital Offering and permanently ceasing all access to and use of the Digital Offering.
11.3 Termination for Breach. This EULA will be terminated immediately without notice from Caterpillar if you fail to comply with the EULA or upon express termination of this EULA by Caterpillar. You may terminate this EULA upon written notice to Caterpillar if Caterpillar is in material breach of this EULA and does not cure such breach within thirty (30) days after delivery of a written notice of such breach to Caterpillar stating your intent to terminate. In addition, Caterpillar may immediately terminate or suspend this EULA and any or all Subscriptions: (a) if you are Dealer, if you are in breach of the Dealer Agreement, or (b) if you are purchasing a Subscription from Your Dealer under a Subscription Purchase Agreement, if Your Dealer notifies Caterpillar of your nonpayment of any fees payable in accordance with Section 2.1.
11.4 Termination for Insolvency. Either party may terminate this EULA by providing written notice to the other party in accordance with Section 13.8 if such other party (a) becomes insolvent or generally fails to pay or is unable to pay or admits in writing its inability to pay its debts as they become due, (b) applies for, consents to, or acquiesces in, the appointment of a trustee, receiver, administrator or other custodian, (c) makes a general assignment for the benefit of creditors, or (d) commences any bankruptcy, reorganization, debt arrangement or other case or proceeding under any local, state or federal bankruptcy or insolvency law or any dissolution or liquidation proceeding.
11.5 Suspension. In addition to its rights to terminate this EULA, Caterpillar may suspend your access to or use of the Digital Offering, in whole or in part, immediately without notice to you, if Caterpillar determines that: (a) it is reasonably needed to prevent unauthorized access to the Digital Offering Information, other users’ information, Caterpillar’s or Dealer’s systems, or any other data in Caterpillar’s or Dealer’s possession, custody or control, (b) your use of the Digital Offering poses a security risk to the Digital Offering or any third party, may adversely impact the Digital Offering or the systems of Caterpillar or any third party, may subject Caterpillar or any third party to liability, or may be prohibited by applicable Laws, (c) you fail to abide by any terms of this EULA, or (d) in accordance with Section 1.5.
11.6 Discontinuance. Caterpillar may, except to the extent prohibited by applicable Laws, cease making the Digital Offering available to you at any time, in its sole discretion, including, without limitation, (a) if Caterpillar determines that industry demand no longer warrants continuing to make available the Digital Offering, or (b) in order to comply with any applicable Laws. In addition, Caterpillar may limit the Digital Offering’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction, if Caterpillar reasonably determines that a legal or regulatory reason no longer warrants the continued making available of the Digital Offering to such person or in such geographic area or jurisdiction. If you are purchasing a Subscription directly from Caterpillar under this Agreement, and Caterpillar exercises any of its rights under this Section 11.6, Caterpillar's sole obligation to you as a result of such discontinuance shall be to provide to you a pro-rata portion of any prepaid fees for Subscriptions that were otherwise to be in effect after the effective date of discontinuance or termination (such refunded amount, computed using straight-line depreciation on a month-to-month basis over the Subscription term, a "Pro-Rata Refund"). If you are purchasing a Subscription from Your Dealer under a Subscription Purchase Agreement, and Caterpillar exercises any of its rights under this Section 11.6, your sole remedy shall be for Your Dealer to provide to you a Pro-Rata Refund.
11.7 Effect of Termination. Upon any termination of the EULA, you shall cease all use of the Digital Offering, and permanently delete all copies of the Digital Offering and all Caterpillar Confidential Information, and your rights under the EULA shall immediately terminate. Caterpillar’s termination of this EULA will not limit any of Caterpillar’s other rights or remedies at Law or in equity. After termination of the EULA, and, where applicable, to the extent not contradictory to the EU Data Act, or other applicable Laws, Caterpillar may, in its sole discretion, delete all data associated with your account, including your registration information. The provisions of Sections 4.1, 4.2, 4.6, 4.11, 4.12, 5, 7, 8, 9, 10 (with respect to Claims arising during the Term), 11.7, 12, and 13 shall survive termination or expiration of this EULA, for any reason. In addition, if you are purchasing a Subscription directly from Caterpillar under this Agreement, Section 2.2 shall survive any termination or expiration of this Agreement; if you are purchasing a Subscription from Your Dealer under a Subscription Purchase Agreement, Section 2.1(b) shall survive any termination or expiration of this Agreement. For the avoidance of doubt, upon any termination of this Agreement, all Subscriptions and all rights to access and use the Digital Offering thereunder will automatically terminate; provided that, except as expressly provided in Section 11.6 and this Section 11.7, such termination will not relieve you of any obligation to pay fees accrued or payable in respect of any Subscription, or alter the cancellation, renewal, refund, or minimum-term provisions applicable to any Subscription, in each case under the applicable Ordering Process, Supplemental Subscription Terms, or Subscription Purchase Agreement. If you terminate this EULA or any Subscription pursuant to Sections 11.3 or 11.4, provided that you have not breached any of the provisions of this EULA at the time of such termination, then (i) if you are purchasing a Subscription directly from Caterpillar under this Agreement, Caterpillar's sole obligation to you as a result of such termination shall be to provide you a Pro-Rata Refund, or (ii) if you are purchasing a Subscription from Your Dealer under a Subscription Purchase Agreement, your sole remedy shall be for Your Dealer to provide you a Pro-Rata Refund.
12. Dispute Resolution; Choice of Law.
12.1 Choice of Law.
(a) This EULA (including the arbitration provisions set forth in Section 12.3) shall be governed by and interpreted in accordance with the Laws of the State of New York and the federal Laws of the United States, without prejudice to the provisions of the Laws of the country where you have your principal place of business that cannot be derogated from contractually, and without reference to conflict of Laws’ principles, as such Laws are applied to agreements entered into and to be performed entirely within the United States between residents of the United States.
(b) This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods and/or its implementation and/or successor legislation and/or regulations, the application of which is expressly excluded.
12.2 Injunctive Relief. Because Caterpillar would be irreparably damaged in the event of a breach of Section 1, Section 5, or Section 7 of this EULA, you agree that Caterpillar will be entitled, without bond, other security or proof of damages, to seek appropriate equitable remedies with respect to your breach or threatened breach of Section 1, Section 5, or Section 7 of this EULA in any court of competent jurisdiction, in addition to any and all other remedies which Caterpillar may have at Law or in equity.
12.3 Arbitration. All disputes, claims, and controversies relating to or arising out of this EULA (collectively, “Dispute”) will be resolved by binding arbitration, rather than in court. If your principal place of business is in the United States, the Federal Arbitration Act applies to the arbitration of such Disputes.
(a) If your principal place of business is in the United States or Canada, the arbitration will be administered by the American Arbitration Association (AAA) in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures. If your principal place of business is in any country in APAC, then the arbitration will be administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. If your principal place of business is outside of the United States, Canada or any country in APAC, then the arbitration will be administered by the International Chamber of Commerce (ICC) in accordance with ICC Rules of Arbitration. The arbitration rules specified in this subsection are referred to as the “Rules.” For the purposes of this EULA, “APAC” means the geographic region that includes the following countries: Australia, Bangladesh, Brunei, Burma, Cambodia, China (including Hong Kong Special Administrative Region and Macau Special Administrative Region), Christmas Islands, Fiji, India, Indonesia, Japan, Kiribati, Laos, Malaysia, Marshall Islands, Federated States of Micronesia, Mongolia, Nauru, New Zealand, Palau, Papua New Guinea, Philippines, Samoa, Singapore, Solomon Islands, South Korea, Sri Lanka, Taiwan, Thailand, Timor-Leste, Tonga, Tuvalu, Vanuatu, and Vietnam.
(b) Either party may commence the arbitration process called for by this EULA by filing a written demand for arbitration with the applicable arbitration organization and delivering a copy of such demand to the other party to this EULA in accordance with the notice provision of this EULA. In no event shall demand for arbitration be made or permitted after the date when the institution of legal or equitable proceedings based on such Dispute would be barred by the applicable statute of limitations. If your principal place of business is in the United States or Canada, the place of arbitration will be Chicago, Illinois, United States. If your principal place of business is in a country in APAC, the place of arbitration will be Singapore. If your principal place of business is outside of the United States, Canada or any country in APAC, the place of arbitration will be Geneva, Switzerland. The arbitration shall be conducted in English. Notwithstanding the foregoing, if your principal place of business is in the Netherlands, you may opt to resolve any Dispute before Dutch courts, provided that you notify Caterpillar of this election within thirty (30) days of Caterpillar notifying you of Caterpillar’s intention to commence arbitration.
(c) You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action, and that the parties are waiving the right to a trial by jury. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial. NEITHER USER NOR CATERPILLAR SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS WITH RESPECT TO OTHER ACCOUNTS, BRING MASS, CLASS ACTION, OR CONSOLIDATED CLAIMS IN ARBITRATION OR A COURT OF COMPETENT JURISDICTION, OR ARBITRATE OR LITIGATE ANY CLAIM AS A REPRESENTATIVE OR USER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
(d) If the Dispute is for an amount less than US$100,000, the arbitration shall be heard in front of a single arbitrator, and if the Dispute is for an amount of US$100,000 or more, then the Dispute shall be heard by a panel of three (3) arbitrators. If the Dispute is to be heard in front of a single arbitrator, then the parties shall attempt to mutually agree on the identity of the arbitrator, or if no such agreement can be reached within thirty (30) days of the commencement of the arbitration proceedings, the applicable arbitration organization shall appoint such arbitrator in accordance with the Rules. If the Dispute is to be heard in front of a panel of three (3) arbitrators, each party shall nominate one arbitrator from a list of arbitrators provided by the applicable arbitration organization, and the two party-nominated arbitrators shall select the third arbitrator who will serve as chairman. Notwithstanding anything to the contrary herein, either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm from occurring at any time. Each party shall bear its own cost of prosecuting or defending the arbitration (excluding any attorneys’ or other professional fees) and the parties shall split the arbitrators’ fees and the applicable arbitration organization’s administrative costs, regardless of the outcome. The provisions of this Section 12.3 and judgment upon the award rendered by the arbitrator may be enforced by any court of competent jurisdiction. The arbitrator(s) shall render its decision as soon as reasonably possible after its appointment and must follow the terms of this EULA.
(e) This agreement to arbitrate shall be specifically enforceable in any court having jurisdiction thereof. Any award issued by the arbitrator pursuant to any arbitration shall be final and binding upon the parties, and judgment may be entered upon in accordance with applicable Laws in any court of competent jurisdiction.
(f) Arbitration proceedings are confidential unless all parties agree otherwise. Arbitration orders and awards required to be filed with applicable courts of competent jurisdiction are not confidential and may be disclosed by the parties to such courts. A party who improperly discloses Confidential Information shall be subject to sanctions. The arbitrator and forum may disclose case filings, case dispositions, and other case information as required by a court order of proper jurisdiction.
(g) YOU HAVE A RIGHT TO OPT-OUT OF THE ARBITRATION PROVISIONS OF SECTION 12.3. IF YOU DO NOT AGREE TO THIS MANDATORY ARBITRATION PROVISION, THEN WITHIN THIRTY (30) DAYS FROM YOUR FIRST AGREEMENT TO THESE TERMS, YOU MAY OPT-OUT OF THIS PART OF THESE TERMS BY SENDING AN E-MAIL TO: cat_customer_care@cat.com. Any opt-out received after the thirty (30) day time period will not be valid and you must pursue your claim via arbitration pursuant to this EULA. By rejecting any future changes, you agree to arbitrate any Dispute with the terms of the latest version of the arbitration provision you previously agreed to.
12.4 Claim Limitation. YOU AGREE THAT NOTWITHSTANDING ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE DIGITAL OFFERING OR THIS EULA MUST BE FILED WITHIN TWO (2) YEARS AFTER THE CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
13. Miscellaneous.
13.1 Force Majeure. Neither Caterpillar, its Affiliates, or any of Caterpillar or its Affiliates’ respective licensors, service providers, subcontractors, suppliers, or distributors, nor you, any of your Affiliates shall be responsible for any delays or failures to perform any obligation under this EULA to the extent that such delays or failures result from any cause beyond such person or entity’s reasonable control, including fires, blockages, embargoes, explosion, earthquake, storms or other elements of nature, acts of terrorism, wars, epidemics, government requirements, civil or military authorities, acts of God, strikes, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures.
13.2 Assignment. Caterpillar may assign its rights and delegate its duties under this EULA to any party at any time without notice to you. You may not assign or delegate your rights or obligations without prior written consent of Caterpillar, which may be withheld at Caterpillar’s sole discretion and may be given in applicable Supplemental Subscription Terms or another written agreement between the parties for the applicable Digital Offering or Subscription.
13.3 Third Party Beneficiaries. For the purposes of the preamble, the entity entering into this EULA with you and identified in this EULA as "Caterpillar" is Caterpillar Inc. and, if separate from Caterpillar Inc., the Affiliate of Caterpillar Inc. making the Digital Offering available unless otherwise communicated in writing to you. To the extent that any clause in this EULA provides a benefit for Caterpillar’s Affiliates not parties to this EULA, you agree that Caterpillar holds that benefit for that entity, and Caterpillar may enforce that benefit on behalf of that entity. Except as otherwise provided herein, this EULA does not create any third party beneficiary rights in any individual or entity that is not a party to this EULA.
13.4 Apple iOS. If you use the Digital Offering on an Apple phone, mobile device, or other device running iOS, you and Caterpillar acknowledge this EULA is effective between you and Caterpillar only, and not with Apple Computer, Inc. (“Apple”), and that Apple, and Apple’s subsidiaries are third-party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right (and will be considered to have accepted that right) to enforce this EULA against you as a third-party beneficiary of this EULA. Subject to this EULA, Caterpillar, not Apple, is responsible for addressing any claims you may have relating to the Digital Offering or your possession or use of the Digital Offering, including (i) product liability claims; (ii) any claim that the Digital Offering fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. In the event of any failure of the Digital Offering to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Digital Offering to you. To the maximum extent permitted by applicable Law, Apple will have no other warranty obligation whatsoever with respect to the Digital Offering. In addition, Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Digital Offering. In the event of any third party claim that the Digital Offering or your possession and use of the Digital Offering infringes that third party’s intellectual property rights, subject to this EULA, Caterpillar, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
13.5 Google Play. If you access, download or otherwise acquire the Digital Offering from the Google Play Store: (i) you acknowledge that this EULA is between you and Caterpillar only, and not with Google, Inc. (“Google”); (ii) your use of the Digital Offering must comply with Google’s then-current Google Play Terms of Service; (iii) Google is only a provider of Google Play where you obtained the Digital Offering; (iv) Caterpillar and not Google, is solely responsible for the Digital Offering; (v) Google has no obligation or liability to you with respect to the Digital Offering or this EULA; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this EULA as it relates to the Digital Offering.
13.6 Relationship between You and Caterpillar. You and Caterpillar are independent parties for all purposes relating to this Agreement. You do not have the power to bind Caterpillar. You do not have the power to give any person or entity any rights that Caterpillar has not previously authorized in writing. The relationship of the parties under this EULA will not constitute a partnership or joint venture for any purpose. You and Caterpillar do not have any agency, franchise or fiduciary relationship.
13.7 Waiver. Caterpillar’s failure to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Caterpillar in writing. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this EULA.
13.8 Notices. You agree that Caterpillar and its Affiliates may contact you by any reasonable means, including via the contact information you have provided in your Digital Offering account, by e-mail, or the user interface for the Digital Offering, to provide you with information and notices relating to the Digital Offering, this EULA or for other purposes related to the subject matter of this EULA. Notices to Caterpillar, including regulatory inquiries regarding the Digital Offering, will be delivered by registered or certified mail only, return receipt requested, to the following address: Caterpillar Inc., Attn: Legal Services, Deputy General Counsel-IP, 100 NE Adams Street, Peoria, Illinois 61629-9600 USA. Unless otherwise provided by applicable Laws, notices are effective (a) when delivered personally, (b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (c) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt, (d) for e-mail or other electronic transmission to you, when sent, or (e) if posted in the user interface for the Digital Offering for you, when posted. You are responsible for ensuring that the e-mail address and contact information in your account is accurate and current. Notices sent via e-mail will be effective when sent regardless of whether actually received. For information on Caterpillar’s Impressum and Corporate information, please visit: https://www.caterpillar.com/en/contact.html.
13.9 Language. This EULA is provided in English, and additional language versions may be made available through the Digital Offering. To the extent permitted by applicable law, the English version controls in the event of any conflict or inconsistency between language versions. All communications and notices under this EULA must be in English unless applicable law requires otherwise. Where applicable law requires that a local-language version be made available before acceptance of an English version, you confirm that: (i) the applicable local-language version was made available to you before acceptance; and (ii) by accepting this English version, you expressly requested to be bound by the English version after reviewing the applicable local-language version.
13.10 Open Source Software. The Digital Offering may be provided together with, or otherwise contain, certain open source software components (“Open Source Components”) under their respective open source license agreements (“Open Source Licenses”) which are listed in the Digital Offering (or at such other location as designated by Caterpillar from time to time). You acknowledge and agree to the terms and conditions in each such Open Source License and to comply with all such terms and conditions. With respect to each Open Source Component, to the extent there are any conflicts between any terms of this EULA and any terms of the respective Open Source License, such conflicting terms of this EULA will not apply. Any fees charged by Caterpillar in connection with the Digital Offering do not apply to any Open Source Components for which fees may not be charged under the applicable Open Source License. Where the terms of any specific Open Source License entitle you to the source code of the respective Open Source Component (if any), that source code may be made available from Caterpillar upon request (a nominal fee may be charged by Caterpillar for processing such request).
13.11 Compliance with Laws.
(a) You understand and agree that the Digital Offering (including any Digital Offering Information) is subject to certain national, state, provincial, and local laws, rules, regulations, directives, statutes, orders, judgments, decrees, rulings, and enforceable regulatory guidance (“Laws”), which include without limitation, governmental procurements Laws and Laws related to bribery, fraud, corruption, or international trade, such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and any applicable anti-bribery or trade Laws of other countries, as amended, the U.S. Export Administration Regulations Act of 1979, as amended, the U.S. International Traffic in Arms Regulations, and the sanctions, regulations and Executive Orders administered by the U.S. Treasury Department Office of Foreign Assets Control and U.S. Department of State.
(b) Without limiting any of Caterpillar’s or your other commitments hereunder, you and Caterpillar each agree to comply in all material respects with all Laws applicable to the performance of and exercise of each of your and Caterpillar’s respective rights and obligations under this EULA. Your compliance with your obligations hereunder will extend to Laws that apply to the access to or use of the Digital Offering, as well as any other of your activities hereunder, including those Laws that apply to online conduct, online content, and the transfer of data (including any Personal Information) to and from the United States or your country of residence.
(c) You agree that you have, and will maintain, at your own expenses, all permits, licenses, consents, and approvals that apply to the Digital Offering or its use hereunder, including for you (i) to receive and use the Digital Offering in accordance with all applicable Laws, and (ii) to otherwise exercise your rights and perform your other obligations as set forth in this EULA (collectively, the “Permits”); provided that if obtaining any of the foregoing Permits is Caterpillar’s responsibility under applicable Laws and applicable Laws do not permit you to obtain such Permits on Caterpillar’s behalf, Caterpillar will obtain such Permits at its own expense.
(d) You agree that you will not use or otherwise export, re-export, transfer, or release (whether by oral, visual or any other means deemed to be an export or reexport) (collectively, “export”) the Digital Offering (including any Digital Offering Information), except as authorized by United States Laws and the Laws of the jurisdictions in which the Digital Offering was accessed or used or any of the machines or equipment associated with Registered Assets are located, including the EU Data Act, where applicable. In particular, but without limitation, the Digital Offering (including any Digital Offering Information) may not be exported (including by accessing the Digital Offering), directly or indirectly: (a) to any person or entity listed or deemed to be a blocked, prohibited, or trade-restricted person or party by the U.S. Commerce Department, U.S. Treasury Department, or U.S. Department of State by operation of Law or otherwise; (b) for any purpose or use prohibited by the U.S. government, such as for nuclear, chemical, or biological weapons production or proliferation; or (c) to any destination or transit point subject to comprehensive sanctions by the U.S. government, as may be amended from time to time, without having obtained the required U.S. authorization(s) prior to such export. You represent and warrant that your access and use of the Digital Offering will not violate any such Laws and that you are not located in any such country or on any such list or deemed to be on such list. You will not access or use the Digital Offering for any purposes prohibited by United States Laws, including the development, design, manufacture, or production of nuclear, missiles, or chemical or biological weapons.
(e) Caterpillar may also issue instructions designed to ensure compliance with applicable Laws or safety standards, and you agree to promptly adhere to such instructions.
(f) To the extent you are a user of the Digital Offering and have concerns about the content in the Digital Offering (including the legality thereof), please contact Caterpillar’s Office of Business Practices, BusinessPractices@cat.com, with the relevant information about the content.
(g) Caterpillar is committed to making our Sites and Applications accessible to every site visitor and application user. For information on Caterpillar’s Accessibility Statement, please visit: https://www.caterpillar.com/en/legal-notices/accessibility-statement.html.
13.12 Government Entity Rights and Obligations. The Digital Offering is a “Commercial Product” and/or “Commercial Service” (as defined by FAR 2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as defined in FAR 2.101 and used in FAR 12.212 or DFARS 227.7202, as applicable). Consistent with FAR 12.212 or DFARS 227.7202-1 through 227.7202-4, as applicable, this Commercial Computer Software and Commercial Computer Software Documentation is licensed to government entity end users pursuant to the license customarily provided to the public, with only those rights as are granted to the public pursuant to the terms and conditions herein and Caterpillar's applicable Public Sector End User License Agreement. Any government entity end user’s rights and obligations shall be governed by this Agreement, and such Public Sector End User Agreement, as modified by a written addendum agreed upon by authorized representatives of both parties. Unless modified by such addendum, or otherwise expressly agreed to in writing by authorized representatives of Caterpillar and the government entity end user, the terms of this EULA shall govern each party’s rights and obligations. As the Digital Offering consists of Commercial Computer Software and Commercial Computer Software Documentation offered pursuant to a standard commercial license, this provision and the rights and obligations in such addendum are in lieu of, and supersede, any Federal Acquisition Regulation (“FAR”) clauses, clauses found in the Defense FAR Supplement (“DFARS”), or other federal, state, or local government clauses or provisions that address a government entity’s rights in computer software, technical data, or intellectual property.
13.13 Severability. If any provision of the EULA is held by a court or arbitrator of competent jurisdiction to be invalid, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions shall remain in full force and effect.
13.14 Headings and Construction. All headings in this EULA are for convenience only and have no legal effect. As used herein: (a) the terms “include” and “including” are meant to be inclusive and shall be deemed to mean “include without limitation” or “including without limitation,” (b) the word “or” is disjunctive, but not necessarily exclusive, (c) words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa, (d) references to “dollars” or “$” shall be to United States dollars unless otherwise specified herein, and (e) unless otherwise specified, all references to days, months, or years shall be deemed to be preceded by the word “calendar” and “business days” shall mean Monday through Friday, exclusive of Caterpillar observed holidays. The headings of this EULA are intended solely for convenience of reference and shall be given no effect in the interpretation or construction of this EULA.
13.15 Electronic Signatures. You agree to the use of electronic documents and records in connection with this EULA and all future legal and transactional documents and records in connection with the Digital Offering—including this electronic signature and disclosure notice—and that this use satisfies any requirement that Caterpillar provides you such documents and their content in writing. If you do not agree, do not enter into this EULA. You have the right to receive a paper copy of such documents and records. You may (a) obtain a paper copy of any such document or record (free of charge), (b) withdraw your consent to the use of electronic documents and records, or (c) update your contact information through your Digital Offering account. To receive or access electronic documents and records, you must have the following equipment and software: (i) a device that is capable of accessing the Internet and (ii) a compatible Internet browser. To retain documents and records, your device must have the ability to download and store PDF files. Your access to this page verifies that your system and device meet the above receipt, access, and retention requirements.
13.16 Complete Agreement. Except as provided with respect to updates to this Agreement as set forth in Section 13.17, this Agreement may not be amended except in a writing duly signed by you and an authorized representative of Caterpillar. This EULA, together with any Supplemental Subscription Terms presented in the Ordering Process and the applicable Data Privacy Addendum available at https://caterpillar.com/legal.html, constitutes the complete, final, and exclusive agreement between you and Caterpillar with respect to the applicable Digital Offering and Subscription, governs your access to and use of the Digital Offering, and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral, concerning its subject matter. If additional Subscription terms are presented in the Ordering Process (“Supplemental Subscription Terms”), those Supplemental Subscription Terms will apply to that Digital Offering or Subscription. In the event of a conflict between this EULA and the Supplemental Subscription Terms, the Supplemental Subscription Terms control solely with respect to the applicable Subscription and the subscription-specific subject matter expressly addressed therein. The EULA continues to govern access to and use of the Digital Offering in all other respects. Certain Digital Offerings or functionality may also be subject to additional terms that are presented to you in connection with the applicable Digital Offering; such additional terms form part of this Agreement and, in the event of a conflict, control solely with respect to the applicable Digital Offering and the subject matter expressly addressed therein. Additional information regarding connected products and related services data can be found here: https://www.cat.com/en_US/support/technology/connected-solutions-principles/connected-productdataprinciples.html.
13.17 Changes to this EULA. Notwithstanding anything to the contrary in this EULA and except to the extent prohibited by applicable Laws, Caterpillar reserves the right to modify the terms and conditions of this EULA or any then-current Subscription (including the terms and conditions upon which you or Caterpillar may terminate this EULA or Subscription, but excluding pricing terms unless you are purchasing a Subscription directly from Caterpillar under this Agreement): (a) on an annual basis; (b) in connection with a release of a new version of the Digital Offering (or introduction of new or modified features or functionality within the Digital Offering); (c) upon a change in applicable Laws; or (d) upon renewal of your Subscription, in each case, by providing notice of such change to the EULA or Subscription terms at least thirty (30) days prior to the change going into effect. The foregoing changes shall apply to all Subscriptions that are active as of the change being made or that are purchased thereafter. Caterpillar may modify the terms and details of any new, unsold Subscription it may offer at any time. Caterpillar will notify you of such changes under this Section 13.17 by reasonable means, such as: (i) a prompt from the Digital Offering that will allow you to read the new or modified Agreement, and require you to accept the new or modified terms prior to being able to access the Digital Offering, (ii) by electronic mail, or (iii) by posting a notice on https://caterpillar.com/legal.html. Your continued access to or use of the Digital Offering after any change to this EULA or your Subscription terms goes into effect will constitute your acceptance of such change. If you do not wish to be subject to revised terms of this EULA or your Subscription, you may terminate this EULA in accordance with Section 11.2. Changes to this EULA or your Subscription terms will not apply to any dispute between you and Caterpillar arising prior to the date on which the changes went into effect.
13.18 Google’s Google Map Platform. The Digital Offering may include features and content from Google Maps. Google Maps Platform is a third-party service. To provide the services through Digital Offering, Google collects and receives data from Caterpillar and You (and Your end users, if any), including search terms, IP addresses, and latitude/longitude coordinates. Use of Google Maps features and content is subject to the then-current versions of the: (1) Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps/ and (2) Google Privacy Policy at https://policies.google.com/privacy. By using these features, You acknowledge and agree to these Google terms. To the extent applicable, You will ensure that Your application(s): (i) notify end users in advance of (1) the type(s) of data that customer intends to collect from the end users or the end users’ devices, and (2) the combination and use of end user's location with any other data provider's data; (ii) will not obtain or cache any end user's location except with the end user's express, prior, revocable consent; and (iii) comply with the then-current consent policy at https://www.google.com/about/company/user-consent-policy.html, if applicable.
EXHIBIT A
Acceptable Use Policy
You and Authorized Users may not:
(a) Post, transmit or otherwise make available through or in connection with the Digital Offering any materials that are or may be: (i) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (ii) defamatory, libelous, fraudulent or otherwise tortious; (iii) obscene, indecent, pornographic or otherwise objectionable; or (iv) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
(b) Post, transmit or otherwise make available through or in connection with the Digital Offering any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
(c) Use the Digital Offering for any purpose that is fraudulent, otherwise tortious, unlawful, or is not related to the Digital Offering’s services.
(d) Attempt to gain or facilitate unauthorized access to the Digital Offering.
(e) Perform vulnerability, load or similar test of the Digital Offering.
(f) Harvest or collect information about other users of the Digital Offering (other than your Authorized Users).
(g) Interfere with or disrupt the operation of the Digital Offering or the servers or networks used to make the Digital Offering available, including by hacking or defacing any portion of the Digital Offering, or violate any requirement, procedure or policy of such servers or networks.
(h) Restrict or inhibit any other person from using the Digital Offering.
(i) Except as expressly authorized herein, reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Digital Offering, without Caterpillar’s express prior written consent (e.g., with respect to the consumption of the APIs).
(j) Reverse engineer, decompile or disassemble any portion of the Digital Offering, except to the extent such restriction is expressly prohibited by applicable Laws.
(k) Remove, disable, or circumvent any copyright, trademark or other proprietary rights notice, marks, or labels, including any Caterpillar Trademarks, contained on or within the Digital Offering.
(l) Frame or mirror any portion of the Digital Offering, or otherwise incorporate any portion of the Digital Offering into any product or service, without Caterpillar’s express prior written consent.
(m) Except as expressly authorized herein, systematically download and store Digital Offering Information, or harvest, extract, or “scrape” content or other information from the Digital Offering. This clause does not apply if and to the extent the EU Data Act is applicable to the activity.
(n) Use any robot, spider, site search/retrieval application or other manual or automatic device, or other method or technology to extract or otherwise collect any information from the Digital Offering or information contained in connection therewith for the purposes of creating, training, or improving any computer, machine learning, deep learning, AI system, AI models, software, database, or other algorithmic models without Caterpillar’s express prior written consent.
(o) Use or access the Digital Offering in order to develop a product or, where applicable, to the extent not contradictory to the EU Data Act, or other applicable Laws, a service that serves the same or a similar purpose or otherwise is competitive with the Digital Offering.
(p) Unless you are a Dealer or expressly authorized in writing by Caterpillar to do so, use or access the Digital Offering to offer, provide, or conduct service for or on any Caterpillar product you do not own and use in your business.
(q) Unless otherwise authorized in writing by Caterpillar, use or access the Digital Offering in connection with (1) the use, sale, development, sourcing, or manufacture of a part or component not sourced from Caterpillar, or (2) the repair, refurbishment, or remanufacture of a product, part or component if Caterpillar offers a similar new, repaired, refurbished, or remanufactured product, part or component.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed for you to access or use the Digital Offering.
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December 1, 2022
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