FOR MARATHON PETROLEUM COMPANY LP AND ITS AFFILIATES
Company hereby grants You and Contractor access to and use of this website in order: (i) to further collaboration between Company and its Affiliates, Contractor and others approved by Company relating to a contract or associated work order or job order already signed by Company and Contractor (collectively “Contract”), and (ii) to facilitate Contractor’s provision of goods and/or services under the Contract, as further described below. Contractor’s access and use of said Extranet Website are subject to the terms below.
2. Definitions. “Affiliate” means any corporate entity, including a limited liability company, Controlled by, in Control of or under common Control with a Party hereto, as well as a joint venture in which Licensee is a member as well as a joint operating company created when a foreign government becomes a member of a joint venture. For purposes of this definition, “Control” shall mean the ownership, legally or beneficially, directly or indirectly, of fifty percent (50%) or more of the issued share capital or management interest of that corporate entity and over which it exercises effective control.. "Co-participants" means companies participating with Company for investment or cost-sharing purposes in the undertaking for which the Work will be provided. “Co-Vendors” means companies or business entities which have entered into a contract with Company (or government agencies) and whose employees or agents have been granted a user identifier and password which will allow access to this Extranet Website by Company. “Named Users” means the Contractor’s employees and agents expressly named or otherwise selected by Company or Contractor to access and use the Extranet Website by use of said user identifiers and passwords provided by Company. “User Content” means Company owned applications, Company licensed applications, text, documents, files, data and other information placed into areas of the Extranet Website by Company, its Affiliates or Named Users.
3. Use by You and Contractor. You and Contractor may use the Extranet Website and its content and the information provided by Company and other participants in the Extranet Website and their Named Users, employees and agents through this Extranet Website solely for one or more of the following purposes: (a) to provide User Content in the form of standard templates (“Templates”) to be used by Contractor for the assimilation of certain engineering information related to Work pursuant to the Contract (“Engineering Information”) for submission to Company pursuant to the Contract; (b) to use consistent with the terms and conditions set forth in an applicable job order; (c) to use consistent with the terms and conditions set forth in any invitation terms and conditions; (d) to further collaboration and Work between Company, it Affiliates, Contractor, Co-Vendors and Co-participants participating in the Extranet Website and/or the Work, including sharing information with them, to benefit Company and its Affiliates, all subject to the ownership and confidentiality rights of Company or its Affiliates; (e) to access and use software applications and information and data made available by Company or its Affiliates and agents for the use of Contractor, with said use restricted solely for the purposes expressed or implied in any grant of said use, including in a job order; and/or (e) to use pursuant to any written contract between Company and Contractor. Company grants to Contractor the right to link to this website during the time Contractor or its Named Users have been granted user identifiers and passwords to use this website.
5. Ownership. Except as provided otherwise in the Contract or applicable job order, Company or its Affiliates owns all information, data and documents You and Contractor provide Company through this Extranet Website as a “Work Made for Hire” and Company need not treat it as confidential information.
8. Issuance of Passwords. If Company has not provided You any user identifier and password, Your use of this Extranet Website IS PROHIBITED.
9. Password Security. The security, use and protection of user identifiers and passwords granted by Company to You is Your responsibility You must not share the password with anyone. You must not attempt to circumvent any computer security system or other authorization or use restriction of Company while entering or using the Extranet Website. You must comply with the Company’s Attachment A: Password Policy, attached hereto and incorporated herein. Upon your separation or termination of employment with Contractor, You must notify Company and discontinue use of the user identifier and password assigned to You.
10. No Improper Activities. You shall not engage in any illegal activity in submitting information, nor submit information that is profane, obscene, pornographic or defamatory, and shall not falsely impersonate any person or entity or otherwise misrepresent Your affiliation with any other person or entity, nor engage in activities prohibited by anti-trust laws and regulation, or otherwise violate applicable law.
12. Revocation. Company may revoke at any time without cause and without advance notice its permission for You to access or use the Extranet Website.
13. Assignments. You shall not attempt to transfer, assign, rent, sublicense or lease any part of the content of the Extranet Website to any third party, except as expressly permitted by Company in writing. Any such unpermitted action is void.
15. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE EXTRANET WEBSITE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES FOR SUCH EXTRANET WEBSITE.
16. Choice of Law and Forum. Except as otherwise provided in the Contract, for residents and businesses doing business in the United States, the laws of the State of Ohio shall apply to the interpretation, validity, enforcement and performance of activities arising pursuant to this Extranet Website, excluding Ohio’s’ law with respect to conflicts of law; and the forum for any litigation or proceeding, including any arbitration, shall be brought within Harris County, Texas. Except as otherwise provided in the Contract, if Company is incorporated or organized outside the United States, said activities shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts; and the said forum shall be London, England.
WLW: Version 3/13/2003