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Data Exchange Platform's Terms of Use

DATA EXCHANGE PLATFORM TERMS OF USE These Terms of Use ("Terms of Use") for the use of the Data Exchange Platform (DEP), including all user manuals, technical manuals, and any other materials provided by CNH, in printed, electronic, or other form, that describe the DEP or its use or specifications (the "Documentation") provided to you and your employer or other person or entity who owns or otherwise lawfully controls the computer on which the DEP is accessed ("Dealer", "you" or "your"), is binding between CNH Industrial America LLC and its affiliates ("CNH") and Dealer.

BY CLICKING THE "AGREE" BUTTON, YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY DEALER TO BIND THE DEALER TO THESE TERMS; (ii) YOU ARE DULY AUTHORIZED TO ACCESS AND USE THE DEP; AND (iii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE "AGREE" BUTTON AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE DEP.

  1. License Grant. Subject to your compliance with these Terms of Use, CNH hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to use the DEP solely in accordance with the Documentation, as installed or accessed on the equipment provided by Dealer and for Dealer's internal business purposes relating to its business as an authorized dealer of CNH parts and equipment. The foregoing license will terminate immediately on the earlier to occur of:

(a) the expiration or earlier termination of these Terms of Use between CNH and Dealer;

(b) the termination of all, or the only, of Dealer’s sales and service agreements with CNH; or

(c) your ceasing to be authorized by Dealer to use the DEP for any or no reason.

  1. Use Restrictions. You shall not, directly or indirectly:

(a) use the DEP or Documentation except as set forth in Section 1;

(b) copy the DEP or Documentation, in whole or in part;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the DEP or any part thereof;

(d) combine the DEP or any part thereof with, or incorporate the DEP or any part thereof in, any other programs;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the DEP or any part thereof;

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the DEP or Documentation, including any copy thereof;

(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the DEP or any features or functionality of the DEP, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Dealer, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(h) use the DEP or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:

(i) power generation systems;

(ii) aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;

(iii) safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and

(iv) military or aerospace applications, weapons systems, or environments.

(i) use the DEP or Documentation in violation of any law, regulation, or rule; or

(j) use the DEP or Documentation for purposes of competitive analysis of the DEP, the development of a competing software product or service, or any other purpose that is to the CNH's commercial disadvantage.

  1. Compliance Measures. The DEP may contain technological copy protection or other security features designed to prevent unauthorized use of the DEP, including features to protect against use of the DEP:

(a) beyond the scope of the license granted to pursuant to Section 1; or

(b) prohibited under Section 2.

You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

  1. Collection and Use of Dealer Data. You agree to share Dealer Data (as defined in the DSA) to CNH, except for any data of customers that have opted out of the Dealer sharing its data to CNH. You agree that the collection and use of the Dealer Data is subject to the Data Sharing Agreement (“DSA”) signed between CNH and Dealer, and CNH’s Privacy Statement (www.cnh.com/privacy). CNH may engage third-party service providers that act on behalf of CNH to process Dealer Data, which such processing may include but not limited to automated processing or may include the use of artificial intelligence technology.

  2. Intellectual Property Rights. You acknowledge that the DEP is provided under license, and not sold, to you. You do not acquire any ownership interest in the DEP under this Agreement, or any other rights to the DEP other than to use the DEP in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. CNH reserves and shall retain its entire right, title, and interest in and to the DEP and all intellectual property rights arising out of or relating to the DEP, subject to the license expressly granted to the Dealer in this Agreement. You shall safeguard the DEP (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

  3. Upgrades; Discontinuation; Suspension. CNH reserves the right to make upgrades to the DEP, or to make and schedule any necessary repairs or maintenance thereto. To the fullest extent permitted by applicable law, CNH may, at any time, modify, suspend or permanently discontinue the DEP, or any portion of their features, functions or products or associated support, with or without advance notice, for any or no reason. CNH may suspend or terminate your and your authorized users’ license to use the DEP, without notice and without liability, for any or no reason. CNH will not be liable to you or to any third party for any such modification, suspension or discontinuance, nor will CNH be obligated to continue offering support for the suspended or discontinued DEP or any portion thereof. By accessing or using the DEP, you consent to our modification to the DEP, or any portion of its or their features, functions, products, or associated support.

  4. Disclaimer of Liability. IN NO EVENT WILL CNH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE DEP. YOU ARE PROVIDED THE DEP PURSUANT TO THESE TERMS OF USE AND THE DPA BETWEEN CNH AND DEALER, SOLELY FOR THE BENEFIT OF DEALER AND AT DEALER'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY CNH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE DEP SHALL BE SOLELY TO DEALER PURSUANT TO SUCH TERMS AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH HEREIN.

  5. Export Regulation. The DEP may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the DEP to, or make the DEP or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the DEP available outside the US.

  6. Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Illinois.

  7. Modifications. To the extent permissible under applicable Law, CNH may modify and update these Terms of Use at any time. Your continued use of the DEP following any such changes will constitute confirmation of your acceptance of the updated Terms of Use.