LICENCE AGREEMENT FOR FORD ECAT END-USER DATA AND SOFTWARE
By installing and/or using FordEcat you (subsequently “the End-User”) accept the terms of this agreement.
Preliminary remark: "Ford Werke GmbH and its Affiliates (subsequently "Ford") directly or indirectly owns the data regarding Ford parts for Ford vehicles together with other data relating thereto, including labour times, service menus, installation guides etc. (subsequently "the Data"). For the purposes of this Agreement, the term Affiliates means Ford Motor Company, a Delaware USA corporation with its principal place of business in Dearborn, USA and any domestic or foreign undertaking established now or in the future 25% or more of which is owned or controlled, directly or indirectly, by the Ford Motor Company”.
Ford has developed computer software (subsequently “the Software”) in order to facilitate access to as well as the retrieval and processing of the Data.
On the basis of this Software, Ford is offering the interested parties an electronic parts catalogue (subsequently “FordEcat”), to allow them access to the data, subject to the provisions of this agreement and payment of the user fees due.
The End-User is a party interested in buying Ford parts for the repair of Ford vehicles and the re-sale of Ford parts this implies (subsequently “the Activity”).
The End-User is bound by the terms of the FordEcat order form.
Article 1 – Licence
Ford provides the End-User with a non-exclusive and non-transferable licence for data and software, allowing the End-User access to the Data in connection with his/her Activity, subject to the provisions of this agreement and payment of the user fees due.
This licence does not transfer to the End-User any property in, rights or claims to intellectual property rights whatsoever relative to the Data and Software.
Article 2 – Payment
The End-User agrees to pay the fee specified in the FordEcat order form (subsequently “the Fee”) falling due on the first day of each month. The Fee is subject to change from time to time at Ford’s discretion. A missed or late payment will immediately terminate this agreement as stipulated in Article 7.
Article 3 – Duration
This agreement is valid indefinitely, unless it is terminated as stipulated in Article 7.
Article 4 – Confidentiality
Unless the due exercise of the rights conferred by the licence described above requires otherwise, the End-User agrees to protect the confidentiality of all records or other materials, representing or containing the Data or Software or other information, that was identified in writing as Ford confidential information (“Confidential Information”) as well as he/she would protect his/her own confidential information.
The duties from the previous paragraph do not include information that:
(i) already was or became public;
(ii) was already known to the End-User, or
(iii) became known to the End-User without the breach of confidentiality.
The End-User agrees to take all necessary steps to enforce the obligations stemming from this article vis-à-vis his/her employees, any other person or persons employed in the implementation of this agreement, or any third parties he/she may have allowed the use of rights conferred to him/her by this agreement.
The End-User may not disclose Confidential Information obtained from Ford, unless by prior written authorisation from Ford.
Article 5 – Use of the Data and Software
The Data and Software may only be used in connection with the Activity and in such a manner as described in the FordEcat order form or in manuals and materials made available by Ford from time to time. The Software might require online access periodically in order to check the validity of the license.
The End-User agrees:
(i) not to use the Data or Software for purposes unrelated to the Activity;
(ii) not to sub-licence the Data and Software to third parties;
(iii) not to make copies of the Data or Software and not to allow any other person to make copies;
(iv) not to use the Data or Software on behalf of a third, unauthorised natural or legal person and not to permit the use of the Data or Software by a third, unauthorised natural or legal person;
(v) not to add to or modify the Data or Software;
(vi) not to try to break the Software code;
(vii) not to try to access the Data by any other means than the Software.
Article 6 – Data and Software Updates
Ford shall update the Data regularly and may update the Software from time to time.
The End-User shall implement the updates according to written instruction from Ford. The End-User shall use only updated Data or Software.
Ford reserves the right to implement/use technical measures into/within the Software to ensure use of only up to date Data.
Article 7 – Termination
This agreement may be terminated anytime by both parties in writing with 30 days’ notice.
At any time, Ford may terminate this contract immediately if the End-User breaches any of the provisions of this agreement. This includes but is not limited to missing a payment deadline.
In the event of the End-User’s bankruptcy or liquidation, or should an insolvency administrator be appointed for any part of the End-User’s assets or should the End-User lose his/her eligibility to obtain Data or Software from Ford, this agreement shall be terminated immediately.
Should this agreement be terminated for any reason, the End-User will immediately cease using the Data and Software. This includes all updates, upgrades or versions made available by Ford over the duration of this agreement. All Data and the complete Software as far as they were not erased shall be returned to Ford within 7 days of this agreement’s termination.
Article 8 – Warranty
Irrespective of the specific legal remedies available to the End-User, Ford warrants only that over the duration of the agreement FordEcat will essentially function as specified in the product information included. Ford specifically does NOT warrant that the Software and Data are free of errors.
Subject to the stipulations of the previous paragraph, in the case of a software failure, Ford may choose either (1) to return the fees paid or (2) to repair or replace the Software.
This warranty is void if the software failure is caused by accident, misuse or improper use or if the Software is operated on systems outside the system requirements given in the authorized written documentation.
To the widest extent allowed under the law, Ford does not make any other warranties, explicit or implicit, including but not limited to implicit warranties of the practicability and fitness for a particular purpose of the Software, the product information included, and the authorised written documentation. To the widest extent allowed under the law, Ford shall not be held liable for any other type of damages (including but not limited to damages from missed business gains, operational stoppages, business losses or any other asset losses ) arising from the use of the Data or Software or the impossibility of such use.
Article 9 – Force Majeure/Acts of God
In the event of a failure, neither Ford nor the End-User shall be responsible in any way for failing to meet any of their duties, if such failure is beyond the control of either Ford or the End-User, except for the timely payment of fees.
Article 10 – Final Provisions
All levies, taxes on goods and services, value added and sales taxes or any other government levies on the Data, Software, and their delivery or on other goods or services under this agreement shall be paid by the End-User in addition to the Fee, unless otherwise agreed in writing with Ford.
At any time, Ford may transfer or sub-contract all or part of its rights and duties under this agreement. Without written authorisation from Ford, the End-User may not transfer or sub-contract this agreement.
This agreement is governed by German law. In the event of a dispute in connection with this agreement, the contracting parties agree to comply with the jurisdiction of the Cologne courts.
For a specified vehicle (by Vehicle Identification Number or configuration details) this application helps identifying spare parts at the commercially available design and production level. These parts are known as a matching part.
For information purposes this application also provides a look up feature of predecessor parts, which are directly or indirectly replaced by the matching part. Predecessor parts may be of a different design or quality than the matching part.
The publisher does not accept any liability that may result from the use or sale of predecessor parts in place of the matching part.
The user of this application accepts all risks associated with the use or sale of predecessor parts in place of the matching part.