HONEYWELL INTERNATIONAL INC. SUPPLIER PORTAL PARTICIPATION AGREEMENT

Revised February 2, 2004

This Agreement (this “Agreement”) is made effective immediately upon acceptance of these terms between Honeywell International and the accepting firm. The agreement will be effective until termination by one or both parties.

ADMINISTRATOR

All references to “User” or “you” in this Agreement include User’s organization and its authorized representatives. By accepting the terms and conditions of this Agreement, the Administrator/executor represents and warrants that he/she is the authorized representative of User. To the extent that Your authorized employees and agents access the Portal, the terms in this Agreement shall apply, and such terms shall not be modified except as mutually agreed by the parties in writing. Please see Schedule A for definitions of terms used herein.

Honeywell shall provide Your designated Company Administrator with a password that will allow the Company Administrator to access the Portal and exercise administration rights on Your behalf. Such administration rights shall include the ability to add and remove Individual Users, issue passwords to Individual Users and reassign passwords to existing Individual Users. Honeywell shall have no responsibility for the internal administration of User’s access to the Portal or usage of the Portal by its Company Administrator or its Individual Users. The company administrator agrees to maintain the company's User base and terminate access of those employees no longer gainfully employed by the company or in a relevant company position with a need to access the Portal.

You may provide access to the Services only to your designated employees and authorized agents. Your employees and authorized agents who use the Services are subject to this Agreement to the same extent you are. Therefore, you agree to use your best efforts to inform your employees and authorized agents that you, your employees and your authorized agents are subject to, and must comply with, all of the terms of this Agreement. You are fully responsible for the activities of your employees and your authorized agents who use the Services. The Administrator is also responsible for its own activities and behavior, and therefore is also considered to be a USER of the portal and its services. As such, the Administrator shall be also subject to the USER terms and conditions below. Your use of the Portal is free-of-charge and You will not be charged any fee in connection with your authorized use of the Portal.

USERS

Use by User of the Portal during the term of the Agreement will be governed by the terms of this Agreement. Only registered Users may access and use the Portal, subject to the restrictions in this Agreement.Upon acceptance of this agreement, electronically, through email, or by a physical signature, you become a registered User authorized to use the Portal. You may not provide, explicitly or through acts of negligence, access to the Services to any other third parties. Each User shall maintain the secrecy of its Password and similar information specific to such User, and will not disclose such information to any third party.

TERMINATION

Honeywell may terminate, change, suspend or discontinue any aspect of the site, including the availability of any features of the Portal, at any time, for any reason. Honeywell may also impose limits on certain features and services or restrict your access to parts of the Portal without notice or liability.

DISCLAIMER

The information presented on the Portal is for informational purposes only. Honeywell provides the Portal and its contents on an "as is" basis and makes no representations or warranties of any kind with respect to the Portal or its contents. In addition, Honeywell does not represent or warrant that the information accessible via the Portal is accurate, complete or current.

PROPRIETARY CONTENT AND LICENSE TO USE THE SOFTWARE

As between a User and Honeywell, Honeywell will be the sole owner of all Honeywell Proprietary Content in or relating to the Portal. Both parties agree that User will be the sole owner of all User Proprietary Content. Except as set forth below, the Proprietary Content may not be used, copied, reproduced, distributed, modified or exploited and nothing contained in this Agreement (or any other agreement) shall be construed as granting, by implication, estoppel or otherwise, any license or right to use Proprietary Content. Each party acknowledges and agrees that except for the specific rights granted in this Section, it will acquire no rights whatsoever in relation to the other party’s Proprietary Content or to the Portal.

Honeywell grants to each User the right to download and print its supplier scorecard using the Supplier Scorecard application

Honeywell grants to each User and each User accepts a non-exclusive, non-transferable, royalty-free license to use the Portal in order to access and use the following applications (available now and in the near future), and information found therein:

  • Supplier Scorecard, eSAVE, Contract flow-down information, Purchase order terms & conditions, Business-specific supplier scorecards, eCATS, eRFQs, eContracts

This access and use is subject to the following terms:

A User may only use the Portal (i) for the purposes set out in this Agreement; (ii) in compliance with this Agreement and for the terms set forth herein; (iii) for its exclusive benefit and (iv) solely for its business purposes and not as a consumer;

A User shall be responsible for all authorized use made of the Portal by its employees, agents, contractors or representatives;

A User shall not copy or reproduce any part of the Portal system design or architecture;

A User shall not translate, adapt, vary or modify the Portal except that a User may place a Communication on the Portal consistent with the provisions of this Agreement;

A User shall not disassemble, decompile or reverse engineer the Portal or any part thereof; and

A User shall not, without the prior written agreement of Honeywell, create links between another web site and any part of the Portal or cause the Portal to appear in any form (whether by framing or otherwise) other than the form intended by Honeywell.

COMMUNICATIONS AND LAW

Each User agrees that it is solely responsible for all Communications made by it (or attributable to it) on the Portal and warrants and represents that each such Communication shall not: infringe on the intellectual property rights of or duties of confidentiality owed to Honeywell or any third party, breach any law, rule or regulation, or engage in acts that could have the effect of harming or interfering with the normal operation of the Portal. In addition, each User is prohibited from engaging in collusive activities with regards to the Portal with any other entity.

Notwithstanding any of the foregoing, this site is maintained and controlled by Honeywell in the State of Arizona, United States of America. Honeywell makes no representation that materials on this site are appropriate or available for use at other locations outside of the United States and access to this site from territories where this site's contents are illegal is prohibited. If you access this site from locations outside the United States, you are responsible for compliance with all local laws. The laws of the State of Arizona shall govern the content and use of this site, without giving effect to any of the conflict of law principles or rules thereof.

The parties specifically acknowledge and agree that the Uniform Computer Information Transactions Act does not apply to this Agreement. If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Honeywell reserves the right to access and disclose any non-confidential information, including user names and other non-confidential information, to comply with applicable laws and lawful government requests, to operate its systems properly or to protect itself or its registrants. Honeywell reserves the right to report to law enforcement authorities any suspected illegal activity of which it becomes aware.

USER DATA

User grants Honeywell the right to use User Data. Honeywell may reproduce, display, perform, distribute copies of and prepare derivative works based upon all such User Data. Such User Data may be disclosed to or accessed by Honeywell in connection with the use of the Portal. Honeywell agrees that User Data submitted through or posted in the Portal will be protected by Honeywell from unauthorized use or disclosure for a period of 5 years from the date of disclosure.

INDEMNIFICATION AND LIABILITY LIMITATION

NEITHER HONEYWELL NOR ANY OF ITS SUBSIDIARIES, EMPLOYEES, OR OTHER REPRESENTATIVES SHALL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. UNDER NO CIRCUMSTANCES SHALL HONEYWELL HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR COSTS FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, FOR TERMINATION OF THIS AGREEMENT, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR INACCURATE INFORMATION OR DATA, OR LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, AND ANY CLAIMS OF THIRD PARTIES, ARISING OUT OF OR IN CONNECTION WITH THE USE, COPYING, OR DISPLAY OF THIS SITE OR ITS CONTENTS OR ANY LINKED WEBSITE, REGARDLESS OF WHETHER HONEYWELL HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF.

TO THE EXTENT THE COMMUNICATIONS ON THE PORTAL (INCLUDING VIA LINKS TO OTHER WEB SITES) AVAILABLE THROUGH THE PORTAL ARE PROVIDED BY THIRD PARTIES, HONEYWELL SHALL INCUR NO LIABILITY WHATSOEVER IN RESPECT THEREOF.

GENERAL

Trademarks

The trademarks, servicemarks and logos (the “Trademarks”) used and displayed on this Site are registered or unregistered trademarks or servicemarks of Honeywell, unless otherwise noted. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site.

Copyrights

User acknowledges that this Site contains information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material (collectively “Content”) that are protected by copyrights, trademarks, servicemarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted as a collective work under the United States copyright laws, and Honeywell owns a copyright in the selection, coordination, arrangement, and enhancement of such Content. User may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, Users may make copies of select portions of the Content, provided that the copies are made only for User’s personal use and that User maintains any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the United States copyright laws (see, e.g., 17 U.S.C. Section 107), User may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right. In addition to the foregoing, use of any software Content shall be governed by the software license agreement accompanying such software.

Relationship of Parties

The relationship between you and Honeywell established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to constitute the parties as partners, joint venture partners, co-owners or otherwise as participants in a joint or common undertaking. Without prejudice to the above, no User will claim or seek to claim any loss or damage from Honeywell on the basis that Honeywell is acting as agent, broker, fiduciary or other representative of another User or any other person.

Electronic Signature

This Agreement may be signed using an electronic signature or acknowledgement. An electronic signature will have the same effect as if the Agreement were signed on paper or hard copy.

Entire Agreement

This Agreement, including the General Terms and any Service Addendum, constitutes the entire agreement between the parties, and supersedes and cancels all previous and contemporaneous registrations, agreements, commitments and writings, with respect to the subject matter of this Agreement.

Schedule A: Definitions

Communication means a message of any kind transmitted to, from or through the Portal, where either the sender or the receiver is a User; any Communication transmitted via the Portal or published or posted on the Portal; and any Communication made available through the Portal.

Portal means the Honeywell internet based marketplace facility and all components thereof (including the Software).

Privacy Policy means the latest version of the Honeywell privacy policy, as available on the Portal. To view the Honeywell privacy policy please click here.

Proprietary Content means all patents, trademarks, servicemarks, copyrights, other intellectual property rights, logos, text, graphics video and audio clips, buttons, images, downloads, data compilations, other software, html and xml code, icons, services and other content used or appearing in or on the Portal.

Services means the services to be made available to Users through the Portal.

Software means the computer software that Honeywell may supply to a User from time to time in order for the User to receive the Services and otherwise use and access the Portal.

User Data means all data and information submitted by User in connection with use of the Portal