TERMS OF USE

Welcome to SEM official website (www.semmachinery.com). These Terms of Use (these “Terms of Use”) contain the terms and conditions that govern your access to and use of SEM website (the “Site”, including all data, text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code made available by or through the Site [“Content”]). This is an agreement between you or the entity you represent (“you”) and Caterpillar (Qingzhou) Ltd. (“Caterpillar,” “we,” “us,” or “our”). We are willing to grant access to and use of the Site to you solely upon your acceptance of all of the terms and conditions of these Terms of Use without modification.


BY ACCESSING OR USING ANY SITE, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE AND ARE REPRESENTING THAT YOU ARE AUTHORIZED TO ACCESS AND USE THE SITE AND ARE LAWFULLY ABLE TO ENTER INTO THESE TERMS OF USE AND HAVE THE LEGAL AUTHORITY TO BIND ANY ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THIS SITE.


We reserve the right, in our sole discretion, to update or modify these Terms of Use at any time.  Your continued access to and use of the Site following the posting of any changes to these Terms of Use constitutes acceptance of those changes.  You may review the most current version of these Terms of Use at any time at [please insert the link].


Networked Websites

We may use this Site as an entry into other networked websites operated by Caterpillar Inc. and its subsidiaries (“Networked Sites”).  Notwithstanding anything to the contrary in these Terms of Use, additional or different terms and conditions (including data privacy statement) may apply to certain Networked Sites. If applicable, such additional or different terms and conditions will be posted on the relevant Networked Sites. If a Networked Site has imposed additional or different terms and conditions, the provisions of that Networked Site shall prevail in the event of a conflict with these Terms of Use.


Use of Site

You may access and use the Site solely in accordance with these Terms of Use.  You will strictly adhere to all laws, rules, regulations and Caterpillar Inc. policies applicable to the access and use of the Site, including those laws, rules and regulations that apply to online conduct, online content, and the export of data to and from any applicable country/region. In addition, you shall not:

  • Access, acquire, copy or monitor any portion of any Site, or in any way reproduce or circumvent the navigational structure or presentation of any Site, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through any Site, including through the use of any “deep-link”, “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process.
  • Attempt to gain unauthorized access to any portion or feature of any Site, or any other systems or networks connected to any Site or to any server, including by hacking, password “mining” or any other illegitimate means.
  • Probe, screen or test the vulnerability of any Site or any network connected to any Site, nor breach the security or authentication measures on any Site or any network connected to any Site.
  • Reverse look-up, trace or seek to trace any information on any other user of or visitor to any Site, or any other customer of Caterpillar, including but not limited to personal identification or information.
  • Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of any Site or Caterpillar's systems or networks, or any systems or networks connected to any Site or to Caterpillar.  
  • Use any device, software or wiring to interfere or attempt to interfere with the proper working of any Site, any transaction being conducted on any Site, or with any other person's use of any Site.
  • Distribute viruses or any other technologies that may harm the interests of property of Caterpillar or any other person or entity, including any other user of any Site. 
  • Circumvent or manipulate our fee structure, the billing process or fees owed to Caterpillar, its dealers or its business associates.
  • Forge or manipulate identifiers in order to disguise the origin of any message or transmittal you send to Caterpillar on or through any Site.
  • Pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
  • Use any Site for any unlawful purpose that is prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which will infringe the rights of Caterpillar or others.


Intellectual Property Rights

Except to the extent expressly provided in these Terms of Use under the heading “Grant of License”, you agree and acknowledge:

  • That Caterpillar owns or is granted all rights and all other proprietary or moral rights under patent law, copyright law, trade secret law, trademark law, and relevant intellectual property laws, implementation rules and judicial interpretations, and all applications, renewals, extensions and restorations thereof in connection with or relating to the Site or the Content, now or hereafter in force and effect worldwide (“Intellectual Property Rights”), including but not limited to the design, structure, selection, coordination, expression, look and feel and arrangement of such Content or Content contained on the Site (“Caterpillar IP”).
  • That you have no right, license, or interest in any Intellectual Property Rights in connection with or relating to any Site or Content.
  • Caterpillar owns all right, title and interest in and to any replacements, improvements, updates, enhancements, derivative works and other modifications (including, without limitation, the incorporation of any ideas, methods or processes provided by or through you) to Caterpillar IP made by any person, even if paid for by you and regardless of whether or not they are similar to any of your intellectual property rights.  You will undertake any and all action necessary to vest such ownership in Caterpillar, including without limitation assigning to Caterpillar all rights in and to such Intellectual Property Rights, including, without limitation, patent applications, patents, moral rights and copyrights arising from or relating to any Site or Content.
  • No part of any Site or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Caterpillar's express prior written consent.
  • That all trademarks, marks, and logos that appear throughout the Site and Content belong to Caterpillar, or the respective owners, and are protected by Chinese and international trademark and copyright laws. Any use of any of such marks without the express written consent of Caterpillar or the owner of the marks, as appropriate, is strictly prohibited.
  • Caterpillar may, at its sole discretion, disable and terminate access to the Site and Content by any person or entity that may infringe the Intellectual Property Rights of Caterpillar or others.


Grant of License

Caterpillar grants you a limited, non-exclusive, non-transferable, non-assignable license (without the right to sublicense) to access and use the Site solely in a commercially reasonable manner for your legitimate internal business purposes and purposes otherwise consistent with these Terms of Use. You may not:

  • Reproduce, modify, publish, distribute, publicly display, adapt, alter, translate, or create derivative works from any Site or Content.
  • Lease, sell, rent, loan, or transfer any Site or Content to any third party, or sublicense any Site or Content to any third party.
  • Reverse engineer, de compile, disassemble, or otherwise attempt to derive the source code for any Site or Content.
  • Otherwise use or copy any Site or Content except as expressly allowed under this Grant of License and the terms of these Terms of Use.
  • Use any Site or Content in a “service bureau” or similar agency whereby third parties obtain use of any Site or Content through you.
  • Remove, obscure, or alter any copyright, trademark, or other proprietary notices embedded in, affixed to or accessed in conjunction with any Site or Content.


Submissions

Do not use this Site as a means of submitting information you consider to be proprietary. Except as otherwise expressly provided in the terms of use for your transactions with a Networked Site or in a written agreement with Caterpillar applicable to your particular use of a Networked Site, any submission of materials by you will be considered a contribution to Caterpillar for further use in its sole discretion, regardless of any proprietary claims or reservation of rights noted in the submission. Accordingly, you agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of e-mail or submissions to Caterpillar, or postings on this Site, are non-confidential (subject to Caterpillar's Privacy Policy) and shall become the sole property of Caterpillar. Caterpillar shall own exclusive rights, including all Intellectual Property Rights, and shall be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment by or compensation to you. The submission of any materials to Caterpillar, including the posting of materials to any forum or interactive area, irrevocably waives any and all “moral rights” in such materials, including the rights of paternity and integrity.


Privacy

By accessing or using any Site, you confirm that you have received a copy of the specific Privacy Notice applicable to such Site (available from the Site) and Caterpillar Inc.’s Global Data Privacy Statement and that you understand and agree that your personal information will be collected, shared, and processed in accordance with these Privacy Notice and Privacy Statement.


Press Releases

The Content contained within press releases issued by Caterpillar should not be deemed accurate or current except as of the date the release was posted. Caterpillar has no intention of updating, and specifically disclaims any duty to update, the information in the press releases. To the extent any information therein is forward-looking, it is intended to fit within the safe harbor for forward-looking statements, and is subject to material risk.


No Warranties

CATERPILLAR, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, DEALERS, AFFILIATES, AGENTS AND LICENSORS (THE “CATERPILLAR PARTIES”) DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF ANY SITE OR CONTENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) THE SITE AND CONTENT ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU; (b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CATERPILLAR PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, (1) WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES ARISING THROUGH COURSE OF DEALINGS OR USAGE OF TRADE, (3) WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE AND CONTENT, AND (4) WARRANTIES THAT ACCESS TO OR USE OF THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE; AND (c) THAT YOU WILL ACCESS OR USE THE SITE AND CONTENT OFFERINGS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS OR USE. NOTWITHSTANDING YOUR USE OF THE SITE AND CONTENT AND REGARDLESS OF ANY INFORMATION PROVIDED THROUGH THEM (WHETHER ACCURATE OR INACCURATE) REGARDING THE OPERATION, MAINTENANCE OR PERFORMANCE STATUS OF THE MACHINES, YOU ARE SOLELY RESPONSIBLE FOR, ASSUME ALL RISK RELATED TO, THE PROPER OPERATION, SUPPORT AND MAINTENANCE OF THE MACHINES.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY GRANTED IN THESE TERMS OF USE.


Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE CATERPILLAR PARTIES BE LIABLE TO YOU OR A THIRD PARTY (INCLUDING ANY CUSTOMER) FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, VIRUS INFECTIONS AND SYSTEM OUTAGES, ARISING OUT OF YOUR ACCESS TO, USE OF, OR INABILITY TO USE THIS SITE OR ITS CONTENT.


Indemnification

You agree to indemnify, defend and hold harmless each of the Caterpillar Parties from and against any and all claims, lawsuits, demands, actions or other proceedings brought against it by any third party due to, arising out of or related to your (a) use of any Site, (b) violation of these Terms of Use, or (c) violation of any law, regulation or third-party rights. You shall pay any and all costs, damages and expenses, including, without limitation, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Caterpillar Parties in connection with or arising from any such claim, lawsuit, action, demand or other proceeding.


Termination

Caterpillar, in its sole discretion, may terminate your right to access or use the Site and Content at any time for any reason. The license granted herein will automatically terminate without further action of Caterpillar if you breach these Terms of Use or you fail to comply with any of the restrictions as recited herein. Upon the termination of these Terms of Use for any reason, you will cease all use of the Site and Content. The provisions under the headings No Warranties, Limitation of Liability, Indemnification, Import and Export Compliance and Choice of Law shall survive the termination of these Terms of Use.


Updating Sites

We reserve the right, in our sole discretion, to change any and all Site and Content at any time without notice, including the removal of any Site and Content. As new or enhanced version of the Site is made available, we may require that you update your current version of the related software. Unless otherwise explicitly stated by Caterpillar, any new or enhanced version of the Site, Content and services are subject to the terms of these Terms of Use.


Linked Sites

This Site may contain links to other independent third-party Websites or resources (“Linked Sites”). These Linked Sites are provided solely as a convenience to you. Such Linked Sites are not under Caterpillar’s control, and Caterpillar is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.


Import and Export Compliance

You represent and warrant that:

  • your access and use of the Site and Content will not violate any export control or sanctions laws of PRC, the United States, and any other jurisdiction applicable to you;
  • you will not act or cause, directly or indirectly, any other party to act in any manner that would cause Caterpillar, its parent company, or its affiliates, or any persons employed thereby, to violate any export control or sanctions laws applicable to Caterpillar, its parent company, or its affiliates;
  • that you are not, and will not be at the time you are using the Site or Content, located in any countries or regions subject to a complete trade embargo as administered by the U.S. Treasury Department Office of Foreign Assets Control, such countries or regions as of the most recent editing of this subparagraph being Cuba, North Korea, Syria, Iran, and the Crimean Region of Ukraine and subject to change hereafter;
  • you are not on any denied party lists of any United States government agency; and
  • you will not use the Site or Content for any purposes prohibited by PRC law, United States law, and the law of any other jurisdiction applicable to you, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.


Choice of Law

These Terms of Use shall be governed by the laws of the People’s Republic of China. We recognize that it is possible for you to obtain access to this Site from any jurisdiction in the world, but we have no practical ability to prevent such access. This Site has been designed to comply with the laws of the People’s Republic of China. If any Content or User Materials on this Site, or your use of this Site, violates the laws of the place where you are when you access it, this Site is not intended for you, and we ask you not to use this Site. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.


Entire Agreement

These Terms of Use (including, to the extent applicable, any additional terms and conditions for any particular Networked Site and any end user license agreement for any associated software, including mobile applications) constitutes the entire agreement between you and us with respect to the Site and Content and supersedes and replaces all prior agreements. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.