Last Updated: April 29, 2024

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE.  PLEASE READ IT CAREFULLY.  SECTION 12 OF THIS DOCUMENT CONTAINS A BINDING ARBITRATION PROVISION THAT, WHERE APPLICABLE, REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS (RATHER THAN JURY TRIALS OR CLASS ACTIONS), LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST CATERPILLAR, AND INCLUDES A WAIVER OF YOUR RIGHT TO A TRIAL BY A JUDGE OR JURY OR TO PARTICIPATE IN A COLLECTIVE OR CLASS ACTION AGAINST CATERPILLAR.

Cat Rental Store End User License Agreement

This Cat Rental Store End User License Agreement (“EULA”, “Agreement” or “Terms”) is a binding agreement between you and the entity you represent (“you”), and Caterpillar Inc. and/or its Affiliates (collectively, “Caterpillar”), and governs your use of the Cat Rental Store, the application made available with this EULA (the “Digital Offering”).  If such entity is an authorized Caterpillar dealer, such entity is referred to herein as “Dealer”, and if such entity is any entity other than an authorized Caterpillar dealer, such entity is referred to herein as “Customer.”  The Digital Offering includes the compiled software application, associated content and data, text, graphics, user interfaces and all updates and upgrades that replace or supplement the Digital Offering that are not distributed under different terms, together with all content, information, and data to the extent made available through any of the foregoing. 

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE DIGITAL OFFERING.  BY CLICKING
“ACCEPT” (OR “AGREE” OR SIMILAR LANGUAGE OF ASSENT) TO THIS AGREEMENT, OR OTHERWISE DOWNLOADING, INSTALLING OR USING THE DIGITAL OFFERING, YOU (A) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; (B) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; AND (C) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT.  IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT TO CATERPILLAR THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY.  IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT HAVE SUCH LEGAL AUTHORITY, DO NOT DOWNLOAD, INSTALL OR USE THE DIGITAL OFFERING AND, IF APPLICABLE, DELETE IT FROM YOUR DEVICE, AS YOU MAY NOT USE THE DIGITAL OFFERING IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT HAVE SUCH AUTHORITY.  YOU FURTHER AGREE THAT YOUR USE OF THE DIGITAL OFFERING WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THESE TERMS AT THE TIME OF SUCH USE.

1.             Digital Offering.  The Digital Offering is licensed, not sold, to you for your use only under the terms of this EULA by Caterpillar.  Caterpillar reserves all rights, title, and interest in the Digital Offering not expressly licensed to you under this EULA.

1.1          Right to Use.   Caterpillar hereby grants you a limited, non-exclusive, non-transferable and revocable license for you and your Authorized Users to access and use the Digital Offering on any device that you own or control on which the Digital Offering is authorized to operate (as determined by Caterpillar in its sole discretion) and as permitted by the EULA solely for internal business purposes, including repair, maintenance, and operation of your Cat assets, including rented assets, in accordance with and subject to the terms of this Agreement (the “License”).  The terms of the License and Agreement will govern any upgrades provided by Caterpillar that replace or supplement the original Digital Offering unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.  You will: (a) adhere to all applicable Laws (defined below), and (b) use the Digital Offering only in accordance with these Terms and Caterpillar’s Acceptable Use Policy for the Digital Offering, the current version of which is available in Exhibit A. The Digital Offering is available only for use in your trade, business, craft, or profession and is not intended for use by consumers in a personal capacity.  

1.2               Updates; Availability of Features and Functions.  Caterpillar may, at any time, modify, upgrade, or release a new version of the Digital Offering, or any portion of its features and functions without informing you.  Unless otherwise expressly and separately agreed by Caterpillar, any new version of the Digital Offering will be a Digital Offering and subject to the terms of this EULA.  If you do not wish to be subject to the terms of this EULA with respect to such new version of the Digital Offering, you may terminate this EULA in accordance with its terms. For the avoidance of doubt, telematics connectivity, fluid sampling services, inspections and other similar services are not provided under this Agreement; you will need to enter into separate agreements with Caterpillar or the applicable third parties in order to receive those and other services, such as those services that generate data and information that is further processed in connection with the Digital Offering.

1.3         Evaluation Digital Offering and Features.  Caterpillar may designate the Digital Offering as a pre-release or evaluation Digital Offering (“Evaluation Digital Offering”).  In addition, during the Term, Caterpillar may, in its discretion, grant you (including Authorized Users) a limited, non-exclusive, revocable right and license to access and use certain pre-release features and functions of the Digital Offering (“Evaluation Features”).  The Evaluation Digital Offering and Evaluation Features are made available on a trial basis, solely in a non-production capacity for your own internal testing and evaluation of the Evaluation Digital Offering or Evaluation Features, as applicable.  Notwithstanding anything to the contrary in this Agreement, the Evaluation Digital Offering or Evaluation Features will not be subject to support or other obligations of Caterpillar and are provided on an “AS IS”, “AS AVAILABLE” basis only and any information or data used in connection with the Evaluation Digital Offering or Evaluation Features may be corrupted or lost and may not be recoverable. Caterpillar may terminate your right to access and use the Evaluation Digital Offering or Evaluation Features at any time, in its sole discretion, upon reasonable notice to you in accordance with Section 13.7.  All restrictions, limitations and obligations relating to your access to and use of the Digital Offering set forth in this Agreement shall apply to your access to and use of the Evaluation Digital Offering or Evaluation Features.

1.4         Authorized Users and Uses.

(a) You agree that you are solely responsible for all access to and use of the Digital Offering by Authorized Users. You will ensure that all Authorized Users access and use the Digital Offering only in accordance with this Agreement. Without limiting the foregoing, you will enter a written agreement with consultants and contractors that you (or your Affiliates) establish as Authorized Users under which such consultants and contractors will agree to abide by the obligations applicable to them under this Agreement. You agree to be jointly and severally liable for all actions of Authorized Users related to their access to or use of the Digital Offering. Authorized Users shall have no rights of recourse against Caterpillar and are not third-party beneficiaries hereunder. For purposes of this Agreement, "Authorized Users" means your employees or the employees of your Affiliates (as defined below), in each case who you authorize to access and use the Digital Offering, together with those of your and your Affiliates’ contractors and consultants performing services on your or your Affiliates’ behalf (respectively) that have entered into a written agreement with you whereby the consultant or contractor has agreed to abide by the restrictions, conditions, and obligations applicable to them under this Agreement.

(b) You represent and warrant that (a)  you are not located in, under the control of, or a national or resident of any country or region subject to sanctions by the United States; (b) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (c) you are not identified as a “Specially Designated National” by the U.S. Department of the Treasury’s Office of Foreign Assets Control; and (d) you will not use the Digital Offering if you have previously been prohibited from doing so or if any Laws prohibit you from doing so.  You agree not (i) to use the Digital Offering in any way that violates any applicable federal, state, local, or international Law, (ii) to use the Digital Offering for any unauthorized, fraudulent, or malicious purpose, (iii) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Digital Offering, or which, as determined by Caterpillar, may harm Caterpillar or users of the Digital Offering or expose them to liability, (iv) to use the Digital Offering in any manner that could disable, overburden, damage, or impair the Digital Offering or Caterpillar’s network and computer systems or the systems of any other financial institution, (v)  to access systems, data, or information not intended by Caterpillar to be made accessible to a user of the Digital Offering, (vi) to obtain or attempt to obtain any materials or information through any means not intentionally made available by Caterpillar to a user of the Digital Offering; or (vii) to use the Digital Offering for any use other than the purpose for which it was intended.

1.5         Accounts.  In order to access and use the Digital Offering, Caterpillar may require you to create a username (for example, a Corporate Web Security ID) and password.  In that case, you must follow Caterpillar’s log-in instructions (which may change from time to time).  You may also be required to provide Caterpillar with certain registration information as requested by Caterpillar and to keep such information up to date.  Should Caterpillar have reasonable grounds to suspect that any information that you provided to Caterpillar is fraudulent, inaccurate, or incomplete (where such inaccuracy or incompleteness adversely impacts Caterpillar’s ability to perform its obligations under this EULA or subjects Caterpillar, its Affiliates (defined below), or any of their respective licensors, service providers, suppliers, or Dealers (as defined below) to additional obligations or liabilities), Caterpillar shall have the right to suspend or terminate your right to access and use the Digital Offering immediately without notice.  You are responsible for maintaining the confidentiality of all authentication credentials associated with your access to and use of the Digital Offering.  You must promptly notify Caterpillar if you discover any possible misuse, loss, or disclosure of your accounts or authentication credentials or any security incident related to the Digital Offering.  For the purposes of this EULA, “Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party hereto (but only for so long as such control exists), where “control” means ownership of more than fifty percent (50%) of the equity or other interests entitled to vote in the election of directors or corresponding managing authority of the Affiliate; provided that if the percentage of control permitted under applicable Laws is below the foregoing percentage, then such percentage shall apply.

2. Jurisdictional Issues. The Digital Offering is controlled and operated from the United States, and is not intended to subject Caterpillar or its Affiliates to any jurisdiction or Laws other than the jurisdiction and Laws of the United States.  The Digital Offering may not be appropriate or available for use in some non-U.S. jurisdictions.

3.            User Submissions and Interactive Services.

               (a)   The Digital Offering may permit you (including Authorized Users) to make available certain information or materials through or in connection with the Digital Offering (each, a “User Submission”), including on profile pages or through the Digital Offering’s interactive services, such as knowledge articles, message boards, posting channels, and other forums, and chatting, commenting and other messaging functionality (each such interactive service, a “Interactive Service”).  You agree that Caterpillar does not control and is not responsible for any User Submissions, the use or misuse (including any distribution) by you or any third party of User Submissions, or for any of your (including Authorized Users) interactions with other users of the Digital Offering, and, subject to Section 9.3, you waive and hold harmless Caterpillar and its Affiliates from any claims resulting from your (including Authorized Users) use or misuse of, or interactions with User Submissions. You acknowledge and agree that Caterpillar has the authority to remove any User Submissions and any information from the Interactive Services at its discretion but is under no obligation to monitor the accuracy or completeness of any User Submission or the Interactive Services. Upon your reasonable, written request, Caterpillar will take commercially reasonable efforts to remove any inaccurate or objectionable User Submissions from the Interactive Services. Further, to the extent that you are notified that any User Submission or information you have made available through the Digital Offering, including through the Interactive Services, is inaccurate or otherwise objectionable, you agree to promptly investigate the matter and remove the content in question until a reasonable investigation confirms its accuracy or appropriateness. Without limiting the foregoing, you understand and agree that you (including Authorized Users) may be exposed to User Submissions that are inaccurate, inappropriate for children, or otherwise objectionable, and you agree that neither Caterpillar nor its Affiliates will be liable for any such User Submissions.  If you (including Authorized Users) choose to act upon User Submissions, you do so at your (including Authorized Users’) own risk. If you (including Authorized Users) choose to make any of your Personal Information or other information publicly available through the Digital Offering, you (including Authorized Users) do so at your (including Authorized Users’) own risk.

               (b) You shall not submit or cause to submit through the Digital Offering any competitive information from you that you received from a competitor of Caterpillar. We cannot accept information that would violate our Code of Conduct, such as information that is a trade secret, obtained in breach of a confidentiality obligation, or obtained through improper means (misrepresentation, misappropriation, bribery, etc.) and you shall not provide or make available any such information through the Digital Offering or sharing it with Caterpillar through other communication channels. To document that you are not the conduit between Caterpillar and a competitor, you shall document the source of the information you submit through User Submissions, Interactive Services, or otherwise through the Digital Offering, including when and how you obtained it, prior to sharing with Caterpillar. If you have any questions about this or whether something is appropriate to share, contact Caterpillar in accordance with Section 13.7 before submitting any information through the Digital Offering or sharing it with Caterpillar through other communication channels.

4.            Digital Offering Information.

4.1         Collection of Data.  By downloading, accessing or using the Digital Offering, you (including Authorized Users) consent to the collection, storing, processing, use, sharing and disclosure of information, regardless of whether collected prior to you entering into this Agreement or thereafter, as described in the Data Governance Statement located at https://www.caterpillar.com/en/legal-notices/data-governance-statement.html, Caterpillar’s Global Data Privacy Statement, and the specific Privacy Notice applicable to the Digital Offering (collectively, the “Data Governance Documents”).  The Data Governance Documents and any other Caterpillar policies or notices hyperlinked to these Terms may change from time to time, so review them with regularity and care.  If the Data Governance Documents materially change, Caterpillar will notify you by indicating such changes in the Digital Offering or by other reasonable means, including e-mail.  The information collected, stored, processed, used, shared or disclosed by or through the Digital Offering, or disclosed by you to the Digital Offering is referred to as the “Digital Offering Information.” Digital Offering Information may include System Data, Operations Data, and Personal Data, and Location Data, each as defined and described in the Data Governance Documents, and  information about specific transactions in which you have entered through the Digital Offering, and notwithstanding anything to the contrary in this EULA or the Data Governance Documents, Caterpillar may share this transactional information with third parties, including Dealers. Except for Authorized User account information, you acknowledge and agree that, to Caterpillar, the Digital Offering Information is not Personal Information (as that term is defined in the Data Governance Documents), the Digital Offering Information is not intended to be Personal Information, and, subject to Section 9.3, you waive and hold harmless Caterpillar and its Affiliates from any claims resulting from allegations that the Digital Offering Information is Personal Information. Digital Offering Information includes information (including data analytics and insights): (i) collected from machines or equipment owned, leased, rented or otherwise controlled by you , (ii) collected from other sources (whether provided by third parties or Caterpillar) that make such information available to the Digital Offering; (iii) information (including data analytics and insights) derived from or relating to access to or use of the Digital Offering; and (iv) information collected independent of the Digital Offering. Upon first use, the Digital Offering asks for your permission to collect user information and, if applicable, location information and upon acceptance, you may start using the Digital Offering.  Certain operating systems have options to restrict the collection of certain location and usage information.  In the event that you have those options enabled, you will restrict certain functionality of the Digital Offering, if applicable.

4.2               Use and Disclosure of Digital Offering Information.  You hereby grant to Caterpillar and its Affiliates, and each of their respective licensors, service providers, suppliers, subcontractors and distributors a non-exclusive, worldwide, perpetual, paid-up, right and license, including the right to grant and authorize sublicenses through multiple levels, to access, use, process, manipulate, modify, compile with other data or works and/or create derivative works of the Digital Offering Information.  You understand and agree that the Digital Offering Information may be transmitted to and processed in countries that have different data protection Laws than in the country in which you have your principal place of business.  Caterpillar does not assume any obligations with respect to the Digital Offering Information, other than as expressly set forth in this EULA or as required by applicable Laws. For the avoidance of doubt, given the rental nature of the Digital Offering, you understand and agree that the Digital Offering Information may be disclosed by Caterpillar to Dealers.

4.3         Submitted Digital Offering Data.  For purposes of this Agreement, “Submitted Digital Offering Data” means all Digital Offering Information that you submit or otherwise make available to Caterpillar under this Agreement. Your rights to Submitted Digital Offering Data shall remain subject to any restrictions or terms that apply to Submitted Digital Offering Data under any other agreement you have with Caterpillar or any third party, and Caterpillar does not make any representations or warranties with respect to such data under this Agreement.  You represent, warrant and covenant that (a) you have secured and will maintain all rights, and have obtained and provided all required notices and obtained all legally required consents, necessary to make available Submitted Digital Offering Data (including all Personal Information therein) to Caterpillar, its Affiliates and their respective licensors, service providers, suppliers, subcontractors and distributors and to enable such entities to provide the Digital Offering in accordance with this Agreement, and to exercise the rights and licenses granted hereunder (including to disclose Submitted Digital Offering Data to Dealers), without violating the rights of any third party or otherwise obligating Caterpillar to you or to any third party, and (b) you are solely responsible for all Submitted Digital Offering Data, including: (i) the accuracy, integrity, quality, legality, reliability, and appropriateness of Submitted Digital Offering Data; (ii) creating and maintaining backups and copies of all Submitted Digital Offering Data, including for use in the event of a disaster or loss of Submitted Digital Offering Data stored in the Digital Offering; and (iii) adopting procedures to identify and correct errors and omissions in Submitted Digital Offering Data and correcting such errors and omissions. Without limiting the foregoing, to the extent that you can identify an individual using the Digital Offering Information and you make the information relate to such individual, you agree to comply to with all Laws applicable to the use of such information (e.g., data privacy, data security, employment, etc.) and you are solely responsible to determine the means, purpose, and sufficiency of such data for such use. If you are Dealer, with respect to those portions of Submitted Digital Offering Data made available to you by a third party end customer with respect to such third party end customer’s Caterpillar products, the obligations imposed by the immediately preceding sentence shall be deemed to have been met for so long as such third party end customer has entered into an End User Agreement for the Digital Offering directly with Caterpillar that remains in effect.

4.4         Sensitive Digital Offering Information. The Digital Offering enables you to download, extract or otherwise obtain Sensitive Digital Offering Information.  Except with the express written consent of Caterpillar, you shall not permit any third party to host, have access to, or otherwise use Sensitive Digital Offering Information unless you first ensure that the third party:
(i) Does not use any Sensitive Digital Offering Information  except as reasonably required to provide the applicable application or services to you in accordance with a written agreement between you and the third party (which agreement must be consistent with the terms of this agreement and the intended use of Sensitive Digital Offering Information (e.g., such services shall not include aggregating, analyzing, or generating reports based on or otherwise processing data from other dealers together with Sensitive Digital Offering Information); and
(ii) Uses reasonable organizational, technical, and administrative measures designed to protect Sensitive Digital Offering Information from unauthorized use or disclosure. 
You will maintain complete and accurate books, documents, records, papers and other information and materials related to third party hosting, access to, or other use of Sensitive Digital Offering Information (“Records”), and will provide to Caterpillar all Records reasonably requested by Caterpillar within thirty (30) days of such request. “Sensitive Digital Offering Information” means all Digital Offering Information, other than Submitted Digital Offering Data and Operation Data, and all data derived from the processing of such Digital Offering Information. 

4.5           Communication Systems; Risk of Interception.  Some features of the Digital Offering require use of various networking and communications systems.  You hereby consent to such communications and, subject always to Section 9.3, waive any claims that you may have against Caterpillar or its Affiliates with respect to such communications. You recognize that such systems have an inherent risk of interception and/or interference and, therefore, may not be secure and that Caterpillar has no responsibility for the availability, quality or performance of communications services or equipment furnished by third-party communication carriers.

4.6         Legal Requests.  If Caterpillar or its Affiliates receive any order, demand, warrant, or any other document requesting or purporting to compel the production of Personal Information included in the Digital Offering Information, Caterpillar or its Affiliates will promptly notify you (to the extent permissible under applicable Laws),prior to such disclosure so that you may, at your own expense, exercise such rights as you may have under applicable Laws to prevent or limit such disclosure.

4.7           Receipt, Archival and Retrieval of Data.  Caterpillar reserves the right to refuse to accept any Digital Offering Information that you may provide.  Notwithstanding the foregoing, you acknowledge that Caterpillar has no responsibility for the deletion or failure to store any Digital Offering Information.  You represent, warrant and covenant that (a) you have secured and will maintain all rights, and have obtained and provided all required notices and obtained all legally required consents, necessary to make available any Digital Offering Information you submit through or in connection with the Digital Offering to Caterpillar, its Affiliates and their respective licensors, service providers, suppliers, and Dealers and to enable such entities to provide the Digital Offering and the services provided through the Digital Offering in accordance with this EULA, and to exercise the rights and licenses granted hereunder, without violating the rights of any third party or otherwise obligating Caterpillar to you or to any third party, and (b) you are solely responsible for all Digital Offering Information you submit through the Digital Offering to Caterpillar, including the accuracy, integrity, quality, legality, reliability, and appropriateness of the such information.

4.8              Breach Notification.  Caterpillar will comply with all breach notification Laws applicable to Caterpillar pertaining to (a) Personal Information provided to Caterpillar by you (including Authorized Users), and (b) if you are a Dealer, Personal Information provided to Caterpillar by your third-party end customers.

4.9         Mobile Data and GPS.  The Digital Offering communicates via the Internet with Caterpillar servers.  If you do not have an unlimited mobile data plan with your carrier, standard data transmission rates may apply.  The Digital Offering may collect location information to support the functionalities and features of the Digital Offering.  Note that continued use of GPS and/or data transmission running in the background can decrease battery life.

5.                   Confidential Information.  You acknowledge and agree that, with the exception of Submitted Digital Offering Data and Operation Data (as defined below) the Digital Offering and all Digital Offering Information other than Submitted Digital Offering Information and Operation Data emanating from the Digital Offering and Caterpillar’s business in any form are considered Caterpillar’s confidential information (“Confidential Information”). For purposes of this Agreement, Operation Data shall mean the Digital Offering Information that is operational performance data of the Caterpillar machine owned or operated by You or Your customer or data related to Your business with Caterpillar that is provided to You by Caterpillar through the Digital Offering. Operation Data excludes any confidential information, proprietary data, personal data, trade secrets, or data derived from proprietary algorithms or further material processing by Caterpillar. You agree that you will, during or after the term of this EULA, (a) protect Confidential Information from unauthorized dissemination and use, (b) use Confidential Information only for the performance of this Agreement and the exercise of any rights granted to you under this Agreement, (c) not disclose any Confidential Information to any of your employees, agents, contractors or any other individuals, except to Authorized Users and other employees and contractors, each of whom are under confidentiality obligations no less restrictive than the requirements of this Section 5, and (d) not remove or destroy any proprietary or confidential legends or markings placed upon or contained within the Confidential Information. Without limiting the generality of the foregoing, to the extent that this EULA permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights designations that appear in the original versions and parties shall keep detailed records of the location of all Confidential Information.

6.                  Third Party Software/Services; Data Exchange; Networked Sites. 

6.1          Third Party Software/Services.  The Digital Offering may be bundled with and connected to non-Caterpillar-branded software, and/or content or services that are provided by third parties (collectively “Third Party Software/Services”), including those that are provided by Caterpillar’s independent authorized dealers (the “Dealers”).  You acknowledge that your access to or use of any such Third Party Software/Services is at your own risk and may be governed by additional third party terms or policies, including privacy policies.  Caterpillar is not responsible for, and expressly disclaims, any liability in connection with any Third Party Software/Services, your access or use thereof, or any terms imposed by such Third Party Software/Services.  If a Third Party Software/Services imposes additional or different terms and conditions, the provisions of that Third Party Software/Services terms and conditions shall control your interaction with such Third Party Software/Services, provided that nothing in such Third Party Software/Services terms shall relieve you of your obligations under this Agreement.  Any third party names, logos, product and service names, designs, and slogans in the Digital Offering are the trademarks of their respective owners.  THE THIRD PARTY SOFTWARE SERVICES, INCLUDING ALL PRODUCTS, SERVICES, FUNCTIONALITY, AND OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE THIRD PARTY SOFTWARE/SERVICES, TO THE EXTENT PROVIDED THROUGH THE DIGITAL OFFERING, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO CATERPILLAR PARTY (DEFINED BELOW) MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE THIRD PARTY SOFTWARE/SERVICES OR THE PRODUCTS, SERVICES, FUNCTIONALITY, OR OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE THIRD PARTY SOFTWARE/SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.  WITH RESPECT TO THE THIRD PARTY SOFTWARE/SERVICES, THE CATERPILLAR PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

6.2             Dealers.  You acknowledge and agree that the Dealers are independently owned and operated and are not agents of Caterpillar.  The Digital Offering includes customized “eSites” that provide Dealer-specific information based upon input and data provided by each individual authorized Caterpillar dealer. The eSites also allow users of the Digital Offering to purchase or rent Cat and certain non-Cat products from the applicable Dealer.  Each Dealer has the right to and may independently establish the requirements for any customer to purchase or rent such products on said Dealer’s eSite.  Such eSites are Third Party Software/Services under this EULA.  The terms of sale (including the prices) under which each Dealer sells or rents Cat products to you are set independently by each such Dealer and you acknowledge and agree that Caterpillar has no control over such terms of sale (including the prices) and shall, subject to Section 9.3,  have no liability or obligation to you in connection with such sale, except to the extent provided in Caterpillar’s then-applicable published warranty statement.  BY PURCHASING OR RENTNIG A PRODUCT FROM A DEALER THROUGH AN ESITE, YOU ACKNOWLEDGE THAT THE ORDER FOR SAID PURCHASE OR RENTAL WILL BE FULFILLED BY THE DEALER AND NOT CATERPILLAR.  THE DEALER AND NOT CATERPILLAR WILL BE RESPONSIBLE FOR THE PROCESSING, SHIPPING, RETURNS AND CUSTOMER SERVICE RELATED TO SAID ORDER.  ANY OF SAID PRODUCTS PURCHASED OR RENTED FROM A DEALER MAY ONLY BE RETURNED TO THE SELLING DEALER IN ACCORDANCE WITH ITS RETURN POLICY.  TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, AND SUBJECT ALWAYS TO SECTION 9.3, CATERPILLAR HAS NO RESPONSIBILITY OR LIABILITY FOR ANY PRODUCTS PURCHASED ON AN ESITE.

6.3               Data Exchange and Third Party Assets.  The Digital Offering may permit you to initiate the communication, transfer, and exchange of certain Digital Offering Information between the Digital Offering and certain third-party assets, devices or systems approved by Caterpillar for use in connection with the Digital Offering (“Third-Party Assets”).  Caterpillar does not exercise control over the form or quality of any data or information (including the Digital Offering Information) generated by or transmitted to the Third-Party Assets, including through APIs not exposed by Caterpillar.  Therefore, you agree to the following:

(a)                You accept all limitations in the display and use of all data and information imported via Third-Party Assets;

(b)                Caterpillar may restrict the volume and type of data and information transmitted to and from the Digital Offering if Caterpillar believes that such volume or type of data or information may adversely affect performance of the Digital Offering or Caterpillar’s or a third party’s other systems;

(c)          Additional charges may apply to enable interfaces with Third-Party Assets under this Agreement or a separate subscription for such Third-Party Assets may be required;

(d)         You must obtain all necessary licenses and third-party consents to permit Caterpillar to access the Third-Party Assets and any related data. Caterpillar will not be responsible for the quality, quantity, type, parameters, or any other issues related to the Third-Party Asset data received by Caterpillar. You represent to Caterpillar that you have the right to make available the Third-Party Asset data to Caterpillar and to grant to Caterpillar the right to access and use such Third-Party Asset (including as your authorized user using your credentials, if applicable, and without imposing any additional obligations on Caterpillar) data in accordance with this Agreement; and

(e)         You are responsible for all interactions with the third-parties relating to the Third-Party Assets and any related data and are responsible for escalating and resolving any issues relating to such systems and data, including but not limited to the quality, robustness, speed, and all other issues surrounding the Third-Party Asset outputs. You are responsible for promptly reporting any changes to the Third-Party Assets (or related data) that may impact Caterpillar’s interface with the Third-Party Asset (or related data).

6.4                Networked Websites and Service Offerings. Notwithstanding anything to the contrary in this EULA, additional or different terms and conditions may apply to certain networked sites operated by Caterpillar (the “Networked Sites”). If applicable, such additional or different terms and conditions will be posted on the relevant Networked Site. If a Networked Site has imposed additional or different terms and conditions, the provisions of that Networked Site shall control for the use of that Networked Site in the event of a conflict with these Terms.  Except as expressly supplemented or superseded as described herein, these Terms apply to all Networked Sites and control your use thereof.

6.5.                   Support Services Not Included.  Caterpillar will not provide any support services under this EULA.  This EULA does not give you any rights to any updates or upgrades to the Digital Offering or to any extensions or enhancements to the Digital Offering developed by Caterpillar at its discretion any time in the future.  Caterpillar may offer support services separately.  Any supplemental software or related materials that Caterpillar provides to you as part of any support services, including software patches or updates, are to be considered part of the Digital Offering and are subject to the terms and conditions of this EULA.

7.                   Intellectual Property.

7.1               Reservation of Rights; Rights to Use.  Except as expressly granted herein, neither party is granted any rights or licenses, whether express or implied, under the other party’s intellectual property rights.  The Digital Offering is licensed, not sold.  Nothing in this EULA or otherwise will be deemed to grant to you an ownership interest in any of the intellectual property rights in or to any of the Digital Offering.  You represent, warrant, and covenant that you have rights to submit information, communications, and materials that you submit or transmit to Caterpillar through the Digital Offering, and Caterpillar and its Affiliates and agents may use such information, communications, and materials for any purpose without further consideration, consent, or notice to you or any third party.  Under no circumstances will you acquire any ownership rights or other interest in this Digital Offering by or through your use of the Digital Offering.

7.2              Feedback.  If you provide any ideas, proposals, suggestions, comments, videos, photos or other materials (“Feedback”), whether related to the Digital Offering or otherwise, you hereby acknowledge and agree that (i) Caterpillar does not control and is not responsible for any Feedback or the use or misuse (including any distribution) by any third party of Feedback and (ii) such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Caterpillar under any fiduciary or other obligation.  In addition, by submitting Feedback, you hereby grant to Caterpillar a royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, non-terminable, transferable, worldwide right and license (including the right to grant and authorize sublicenses through multiple levels) to such Feedback and all intellectual property rights pertaining thereto for any and all purposes and in any and all media, whether alone or together or as part of any material of any kind or nature, and you waive all moral and similar rights in connection therewith.  Any disclosure of such Feedback by Caterpillar to third parties (other than to Caterpillar’s Affiliates and Caterpillar’s and its Affiliates’ licensors, service providers, suppliers, or distributors) shall not attribute the Feedback to you.

7.3               Caterpillar Intellectual Property Rights.  

(a) Except as expressly provided herein, Caterpillar, its Affiliates, and each of their respective licensors and suppliers retain all of their respective right, title, and interest in and to the Digital Offering and all intellectual property rights in or pertaining to the Digital Offering or its use, including the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Digital Offering, and all processes, tools, software, technology, Confidential Information, and trade secrets pertaining to the Digital Offering, together with any custom developments created or provided in connection with or related to this EULA (“Digital Offering Background IP”).  You shall have no right to, and will not, create any modifications, extensions, or derivatives (including derivative works) of any of the Digital Offering Background IP, or to derive any technology from the Digital Offering Background IP (such modifications, extensions, derivatives (including derivative works) and technology, collectively “Derivatives”).  If any Derivatives are created, notwithstanding the restrictions set forth above, you will and hereby do assign to Caterpillar irrevocably and without further consideration, all right, title, and interest in and to such Derivatives and all intellectual property rights pertaining thereto in the United States and in any other country.  Except to the extent prohibited by applicable Laws, if and to the extent that any Derivatives or any intellectual property rights pertaining thereto are not so assignable by you to Caterpillar, you will and hereby do grant to Caterpillar a royalty-free, fully paid-up unrestricted, perpetual, irrevocable, non-terminable, transferable, worldwide, exclusive license (including the right to grant and authorize sublicenses through multiple levels) to any Derivatives and all intellectual property rights pertaining thereto for any and all purposes and in any and all media, whether alone or together or as part of any material of any kind or nature, and waive all moral and similar rights thereto.

(b) Caterpillar retains all copyrights in any text, graphic images, and software owned by Caterpillar and hereby authorizes you to electronically copy documents published herein solely for the purpose of transmitting or viewing the information. You may not mirror, modify, or otherwise alter any files in the Digital Offering for rebroadcast, print, or reproduction of the information contained therein, without written permission from Caterpillar. You may not, however, take any screenshots, make printouts, email, post or repost online, or share, reproduce, or retransmit such materials through any current or future mechanism or method without our prior written consent or as set forth in this EULA.   Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any Caterpillar copyright, patent, or trademark.  

(c) CAT®, CATERPILLAR®, LET’S DO THE WORK™, their respective logos, "Caterpillar Corporate Yellow," the "Power Edge," and Cat “Modern Hex” trade dress as well as corporate and product identity used herein, are trademarks of Caterpillar and may not be used without permission. Cat and Caterpillar are registered trademarks of Caterpillar Inc., 5205 N O'Connor Blvd Ste. 100, Irving, TX 75039.  Microsoft is a trademark of Microsoft Corporation. Apple and iOS are trademarks of Apple Computer, Inc. Android is a trademark of Google LLC. Nothing contained in this application should be construed as granting or permitting any right to use such trademarks.   

(d) The information in this publication, including text, images, and links, are PROVIDED "AS IS" BY CATERPILLAR INC. SOLELY AS A CONVENIENCE TO ITS DEALERS AND CUSTOMERS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Caterpillar Inc. assumes no responsibility for errors or omissions in this publication or other documents which are referenced by or linked to this publication. This publication could include technical or other inaccuracies, and not all products or services referenced herein are available in all areas. Changes are periodically added to the information, and Caterpillar may change the products or services described in this publication at any time. Contact a local Cat dealer for further information before relying on any information contained herein.  

7.4       Trademarks.  You acknowledge that you will not use the Digital Offering for any purpose other than permitted under the License.  You further acknowledge that Caterpillar and its licensors retain all ownership and intellectual property rights to the Digital Offering, including any names, marks, brands, logos, designs, trade dress, slogans, and other designations Caterpillar uses in the Digital Offering or in connection with its products and services that appear in the Digital Offering (“Caterpillar Trademarks”).  You acknowledge Caterpillar’s rights in Caterpillar Trademarks and agree that you shall not use any Caterpillar Trademarks for any purpose.  You further agree not to incorporate any Caterpillar Trademarks into your marks, company names, internet addresses, domain names, or any other similar designations.  Under no circumstances will you acquire any ownership rights or other interest in any Caterpillar Trademarks used on this Digital Offering or in connection with Caterpillar products and services that appear in the Digital Offering by or through your use of the Digital Offering.  

7.5         DMCA. Caterpillar respects the rights of all copyright holders and in this regard, Caterpillar has adopted and implemented a policy that provides for the removal from its websites and Digital Offerings of materials that infringe the rights of copyright holders.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Caterpillar’s Copyright Agent all of the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512:

(a)                A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(b)                Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site.

(c)                 Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Caterpillar to locate the material.  Information reasonably sufficient to permit Caterpillar to contact the complaining party.

(d)                A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the Law.

(e)                A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(f)                  Caterpillar’s Copyright Agent for notice of claims of copyright infringement on or regarding this site can be reached as follows: Copyright Agent, 100 N.E. Adams St., Peoria, IL 61629-9620; E-mail: CopyrightAgent@cat.com.

8.                   No Warranty.  THE DIGITAL OFFERING, THE DIGITAL OFFERING INFORMATION, AND ALL OTHER CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, AND OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DIGITAL OFFERING, ARE PROVIDED BY THE CATERPILLAR PARTIES (AS DEFINED BELOW) ON AN “AS IS” AND “AS AVAILABLE” BASIS. CATERPILLAR AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, SUPPLIERS, SUBCONTRACTORS, AND DEALERS (THE “CATERPILLAR PARTIES”) PROVIDE NO  REPRESENTATIONS OR WARRANTIES  OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE OF ANY KIND, INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, , IN CONNECTION WITH THIS EULA OR OTHERWISE AS TO THE OPERATION OF THE DIGITAL OFFERING OR THE DIGITAL OFFERING INFORMATION AND ALL OTHER CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY OR OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU.  WITHOUT LIMITING THE FOREGOING, NONE OF THE CATERPILLAR PARTIES PROVIDE ANY WARRANTY THAT THE DIGITAL OFFERING WILL BE FREE FROM ERRORS OR INTERRUPTION (INCLUDING INTERRUPTIONS DUE TO CYBERATTACKS OR MALICIOUS CODE OR OTHERWISE) OR BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE NOT EXPLICITLY SPECIFIED IN the APPLICABLE DOCUMENTATION.  THE CATERPILLAR PARTIES DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR ACCESS TO OR USE OF THE DIGITAL OFFERING.  YOU AGREE THAT YOUR ACCESS TO OR USE OF THE DIGITAL OFFERING IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR INFORMATION SYSTEMS OR ASSETS OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS OR USE.    NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY OF THE CATERPILLAR PARTIES SHALL CREATE A WARRANTY.  SHOULD THE DIGITAL OFFERING OR ANY SERVICES PERFORMED OR PROVIDED BY THE DIGITAL OFFERING OR CATERPILLAR PARTIES THROUGH OR USING THE DIGITAL OFFERING PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF YOU CHOOSE TO CONTINUE TO USE THE DIGITAL OFFERING.  THE CATERPILLAR PARTIES SHALL HAVE NO LIABILITY FOR THE PERFORMANCE OR OPERATION OF THE DEALERS’ E-SITES OR ANY PURCHASES OR OTHER TRANSACTIONS IN WHICH YOU PARTICIPATE THROUGH THE E-SITES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 8 MAY NOT APPLY TO YOU.  THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 8 ARE SUBJECT ALWAYS TO SECTION 9.3 AND THIS SECTION 8 DOES NOT LIMIT THE TERMS OF ANY PRODUCT WARRANTY SEPARATELY OFFERED BY CATERPILLAR TO YOU. 

9.                   Limitation of Liability.

9.1               Exclusion of Damage Types.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND SUBJECT ALWAYS TO SECTION 9.3, IN NO EVENT SHALL THE CATERPILLAR PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL OR EQUITABLE THEORY, FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE DIGITAL OFFERING, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE CATERPILLAR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT FULLY INURE TO YOU IN ITS ENTIRETY.

9.2               Limitation of Liability Amount.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND SUBJECT ALWAYS TO SECTION 9.3, IN NO EVENT SHALL CATERPILLAR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED FIFTY DOLLARS (US$50.00).  THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

9.3                        Non-Excludable Guarantees. The limitations and exclusions in this EULA apply to the fullest extent permitted by law. Nothing in this EULA excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by any applicable law that cannot be excluded, restricted or modified.

10.                   Indemnity. 

10.1       Indemnity. You agree to fully indemnify, defend, and hold harmless Caterpillar Inc. and the Caterpillar Parties involved in making the Digital Offering available from and against any and all claims, losses, costs (including court costs), fees (including reasonable legal fees), damages, and expenses (“Claims”) that such Caterpillar Parties may incur to the extent such Claims arise out of (i) material breach by you (or anyone acting under your account or password) of this EULA or (ii) your negligent or fraudulent  use of the Digital Offering or use in a manner not explicitly permitted by this EULA.

10.2       Process. The Caterpillar Party will promptly notify the indemnifying party of any Claim subject to this Section 10, provided, however, that any such failure to notify will not relieve the indemnifying party of its indemnification obligations under this Section 10 unless, and only to the extent that, the indemnifying party can demonstrate that it was prejudiced by such failure.  The Caterpillar Party shall give the indemnifying party full control and authority over, and reasonable assistance in connection with, the defense and settlement of the applicable Claim, except that: (a) no settlement requiring the Caterpillar Party to admit liability, or to pay any money or otherwise take on any obligation may be made without the prior written consent of the Caterpillar Party, such consent not to be unreasonably withheld or delayed; and (b) the Caterpillar Party may join in the defense with the indemnified party’s own counsel at the indemnified party’s own cost and expense.

11.         Term; Termination and Suspension.

11.1       Term.   The License is effective until the earlier of: (i) you uninstall, permanently cease using, or deactivate your Caterpillar account credentials, all as applicable the Digital Offering; (ii) it is terminated by you or Caterpillar pursuant to the terms of this EULA, or (iii) to the extent applicable, the period of your subscription expires (the “Term”).

11.2       Termination by You.   Subject to any agreed subscription term, You may terminate this EULA at any time by uninstalling the Digital Offering, if applicable, or if the Digital Offering is not an installed solution, upon written notice to Caterpillar in accordance with Section 13.7.

11.3       Termination for Breach.  This EULA will be terminated immediately without notice from Caterpillar if you fail to comply with the EULA or upon express termination of this EULA by Caterpillar.

11.4       Termination for Insolvency. Either party may terminate this Agreement by providing written notice to the other party in accordance with Section 13.7  if such other party  (a) becomes insolvent or generally fails to pay or is unable to pay or admits in writing its inability to pay its debts as they become due, (b) applies for, consents to, or acquiesces in, the appointment of a trustee, receiver, administrator or other custodian, (c) makes a general assignment for the benefit of creditors, or (d) commences any bankruptcy, reorganization, debt arrangement or other case or proceeding under any local, state or federal bankruptcy or insolvency law or any dissolution or liquidation proceeding.

11.5       Suspension. In addition to its rights to terminate this EULA, Caterpillar may suspend your access to or use of the Digital Offering, in whole or in part, immediately without notice to you, if Caterpillar determines that: (a) it is reasonably needed to prevent unauthorized access to the Digital Offering Information, other users’ information, Caterpillar’s or Dealer’s systems, or any other data in Caterpillar’s or Dealer’s possession, custody or control; (b) your use of the Digital Offering poses a security risk to the Digital Offering or any third party, may adversely impact the Digital Offering or the systems of Caterpillar or any third party, may subject Caterpillar or any third party to liability, or may be prohibited by applicable Laws, (c) you fail to abide by any terms of this EULA, or (d) in accordance with Section 1.5.

11.6       Discontinuance. Caterpillar may cease making the Digital Offering available to you at any time, in its sole discretion, including, without limitation, (a) if Caterpillar determines that industry demand no longer warrants continuing to make available the Digital Offering, or (b) in order to comply with any applicable Laws. In addition, Caterpillar may limit the Digital Offering’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction, if Caterpillar reasonably determines that a legal or regulatory reason no longer warrants the continued making available of the Digital Offering to such person or in such geographic area or jurisdiction.

11.7       Effect of Termination. Upon any termination of the EULA, you shall cease all use of the Digital Offering, and permanently delete all copies of the Digital Offering and all related data, and your rights under the EULA shall immediately terminate.  Caterpillar’s termination of this EULA will not limit any of Caterpillar’s other rights or remedies at Law or in equity.  After termination of the EULA, Caterpillar may, in its sole discretion, delete all data associated with your account, including your registration information. The provisions of Sections 4.2, 4.6, 5, 7 -13 shall survive termination or expiration of this EULA, for any reason.

12.                   Dispute Resolution; Choice of Law.

12.1               Choice of Law. 

(a)                This EULA (including the arbitration provisions set forth in Section 12.3) shall be governed by and interpreted in accordance with the Laws of the State of Illinois and the federal Laws of the United States, without prejudice to the provisions of the Laws of the country where you have your principal place of business that cannot be derogated from contractually, and without reference to conflict of Laws’ principles, as such Laws are applied to agreements entered into and to be performed entirely within the United States between residents of the United States.

(b)                This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods and/or its implementation and/or successor legislation and/or regulations, the application of which is expressly excluded.

12.2               Injunctive Relief.  Because Caterpillar would be irreparably damaged in the event of a breach of Section 1, Section 5, or Section 7 of this EULA, you agree that Caterpillar will be entitled, without bond, other security or proof of damages, to seek appropriate equitable remedies with respect to your breach or threatened breach of Section 1, Section 5, or Section 7 of this EULA in any court of competent jurisdiction, in addition to any and all other remedies which Caterpillar may have at Law or in equity.

12.3               Arbitration.  All disputes, claims, and controversies relating to or arising out of this EULA (collectively, “Dispute”) will be resolved by binding arbitration, rather than in court.  If your principal place of business is in the United States, the Federal Arbitration Act applies to the arbitration of such Disputes. 

(a)                If your principal place of business is in the United States or Canada, the arbitration will be administered by the American Arbitration Association (AAA) in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures.  If your principal place of business is in any country in APAC, then the arbitration will be administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre.  If your principal place of business is outside of the United States, Canada or any country in APAC, then the arbitration will be administered by the International Chamber of Commerce (ICC) in accordance with ICC Rules of Arbitration.  The arbitration rules specified in this subsection are referred to as the “Rules.”  For the purposes of this EULA, “APAC” means the geographic region that includes the following countries: Australia, Bangladesh, Brunei, Burma, Cambodia, China (including Hong Kong Special Administrative Region and Macau Special Administrative Region), Christmas Islands, Fiji, India, Indonesia, Japan, Kiribati, Laos, Malaysia, Marshall Islands, Federated States of Micronesia, Mongolia, Nauru, New Zealand, Palau, Papua New Guinea, Philippines, Samoa, Singapore, Solomon Islands, South Korea, Sri Lanka, Taiwan, Thailand, Timor-Leste, Tonga, Tuvalu, Vanuatu, and Vietnam.

(b)                Either party may commence the arbitration process called for by this EULA by filing a written demand for arbitration with the applicable arbitration organization and delivering a copy of such demand to the other party to this EULA in accordance with the notice provision of this EULA.  In no event shall demand for arbitration be made or permitted after the date when the institution of legal or equitable proceedings based on such Dispute would be barred by the applicable statute of limitations.  If your principal place of business is in the United States or Canada, the place of arbitration will be Chicago, Illinois, United States.  If your principal place of business is in a country in APAC, the place of arbitration will be Singapore.  If your principal place of business is outside of the United States, Canada or any country in APAC, the place of arbitration will be Geneva, Switzerland.  The arbitration shall be conducted in English.  Notwithstanding the foregoing, if your principal place of business is in the Netherlands, you may opt to resolve any Dispute before Dutch courts, provided that you notify Caterpillar of this election within thirty (30) days of Caterpillar notifying you of Caterpillar’s intention to commence arbitration.

(c)                 You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action, and that the parties are waiving the right to a trial by jury.  If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial.  NEITHER USER NOR CATERPILLAR SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS WITH RESPECT TO OTHER ACCOUNTS, BRING MASS, CLASS ACTION, OR CONSOLIDATED CLAIMS IN ARBITRATION OR A COURT OF COMPETENT JURISDICTION, OR ARBITRATE OR LITIGATE ANY CLAIM AS A REPRESENTATIVE OR USER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

(d)                If the Dispute is for an amount less than US$100,000, the arbitration shall be heard in front of a single arbitrator, and if the Dispute is for an amount of US$100,000 or more, then the Dispute shall be heard by a panel of three (3) arbitrators.  If the Dispute is to be heard in front of a single arbitrator, then the parties shall attempt to mutually agree on the identity of the arbitrator, or if no such agreement can be reached within thirty (30) days of the commencement of the arbitration proceedings, the applicable arbitration organization shall appoint such arbitrator in accordance with the Rules.  If the Dispute is to be heard in front of a panel of three (3) arbitrators, each party shall nominate one arbitrator from a list of arbitrators provided by the applicable arbitration organization, and the two party-nominated arbitrators shall select the third arbitrator who will serve as chairman.  Notwithstanding anything to the contrary herein, either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm from occurring at any time.  Each party shall bear its own cost of prosecuting or defending the arbitration (excluding any attorneys’ or other professional fees) and the parties shall split the arbitrators’ fees and the applicable arbitration organization’s administrative costs, regardless of the outcome.  The provisions of this Section 12.3 and judgment upon the award rendered by the arbitrator may be enforced by any court of competent jurisdiction.  The arbitrator(s) shall render its decision as soon as reasonably possible after its appointment and must follow the terms of this EULA.

(e)                This agreement to arbitrate shall be specifically enforceable in any court having jurisdiction thereof.  Any award issued by the arbitrator pursuant to any arbitration shall be final and binding upon the parties, and judgment may be entered upon in accordance with applicable Laws in any court of competent jurisdiction.

(f)                 Arbitration proceedings are confidential unless all parties agree otherwise.  Arbitration orders and awards required to be filed with applicable courts of competent jurisdiction are not confidential and may be disclosed by the parties to such courts.  A party who improperly discloses Confidential Information shall be subject to sanctions.  The arbitrator and forum may disclose case filings, case dispositions, and other case information as required by a court order of proper jurisdiction.

(g)                YOU HAVE A RIGHT TO OPT-OUT OF THE ARBITRATION PROVISIONS OF SECTION 12.3.  IF YOU DO NOT AGREE TO THIS MANDATORY ARBITRATION PROVISION, THEN WITHIN THIRTY (30) DAYS FROM YOUR FIRST AGREEMENT TO THESE TERMS, YOU MAY OPT-OUT OF THIS PART OF THESE TERMS BY SENDING AN E-MAIL TO: cat_customer_care@cat.com.  Any opt-out received after the thirty (30) day time period will not be valid and you must pursue your claim via arbitration pursuant to this EULA.

12.4               Claim Limitation.  YOU AGREE THAT NOTWITHSTANDING ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE DIGITAL OFFERING OR THIS EULA MUST BE FILED WITHIN TWO (2) YEARS AFTER THE CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

13.                   Miscellaneous.

13.1         Force Majeure.  Neither Caterpillar, its Affiliates, or any of Caterpillar or its Affiliates’ respective licensors, service providers, subcontractors, suppliers, or distributors, nor you, any of your Affiliates shall be responsible for any delays or failures to perform any obligation under this EULA to the extent that such delays or failures result from any cause beyond such person or entity’s reasonable control, including fires, blockages, embargoes, explosion, earthquake, storms or other elements of nature, acts of terrorism, wars, epidemics, government requirements, civil or military authorities, acts of God, strikes, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures.

13.2        Assignment.  Caterpillar may assign its rights and delegate its duties under this EULA to any party at any time without notice to you.  You may not assign or delegate your rights or obligations without prior written consent of Caterpillar, which may be withheld at Caterpillar’s sole discretion.

13.3       Third Party Beneficiaries.  For the purposes of the preamble, the entity entering into this EULA with you and identified in this EULA as "Caterpillar" is Caterpillar Inc. and, if separate from Caterpillar Inc., the Affiliate of Caterpillar, Inc. making the Digital Offering available unless otherwise communicated in writing to you. To the extent that any clause in this EULA provides a benefit for Caterpillar’s Affiliates not parties to this EULA, you agree that Caterpillar holds that benefit for that entity, and Caterpillar may enforce that benefit on behalf of that entity.  Except as otherwise provided herein, this EULA does not create any third party beneficiary rights in any individual or entity that is not a party to this EULA.

13.4              Apple iOS.  If you use the Digital Offering on an Apple phone, mobile device, or other device running iOS, you and Caterpillar acknowledge this EULA is effective between you and Caterpillar only, and not with Apple Computer, Inc. (“Apple”), and that Apple, and Apple’s subsidiaries are third-party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right (and will be considered to have accepted that right) to enforce this EULA against you as a third-party beneficiary of this EULA.  Subject to this EULA, Caterpillar, not Apple, is responsible for addressing any claims you may have relating to the Digital Offering or your possession or use of the Digital Offering, including (i) product liability claims; (ii) any claim that the Digital Offering fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.  In the event of any failure of the Digital Offering to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Digital Offering to you.  To the maximum extent permitted by applicable Law, Apple will have no other warranty obligation whatsoever with respect to the Digital Offering.  In addition, Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Digital Offering.  In the event of any third party claim that the Digital Offering or your possession and use of the Digital Offering infringes that third party’s intellectual property rights, subject to this EULA, Caterpillar, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

13.5       Relationship between You and Caterpillar. You and Caterpillar are independent parties for all purposes relating to this Agreement.  You do not have the power to bind Caterpillar.  You do not have the power to give any person or entity any rights that Caterpillar has not previously authorized in writing.  The relationship of the parties under this Agreement will not constitute a partnership or joint venture for any purpose.  You and Caterpillar do not have any agency, franchise or fiduciary relationship.     

13.6               Waiver.  Caterpillar’s failure to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Caterpillar in writing.  Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this EULA.

13.7               Notices.  You agree that Caterpillar and its Affiliates may contact you by any reasonable means, including via the contact information you have provided in your Digital Offering account, by e-mail, or the user interface for the Digital Offering, to provide you with information and notices relating to the Digital Offering, this EULA or for other purposes related to the subject matter of this EULA.  Notices to Caterpillar, including regulatory inquiries regarding the Digital Offering, will be delivered by registered or certified mail only, return receipt requested, to the following address: Caterpillar Inc., Attn: Legal Services, Deputy General Counsel-IP, 100 NE Adams Street, Peoria, Illinois 61629-9600 USA. Unless otherwise provided by applicable Laws, notices are effective (a) when delivered personally, (b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (c) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt, (d) for e-mail or other electronic transmission to you, when sent, or (e) if posted in the user interface for the Digital Offering for you, when posted.  You are responsible for ensuring that the e-mail address and contact information in your account is accurate and current.  Notices sent via e-mail will be effective when sent regardless of whether actually received. 

13.8             Language.  This EULA is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto.  All communications and notices to be made or given pursuant to this EULA shall be in the English language.

13.9          Open Source Software. The Digital Offering may be provided together with, or otherwise contain, certain open source software components (“Open Source Components”) under their respective open source license agreements (“Open Source Licenses”) which are listed in the Digital Offering (or at such other location as designated by Caterpillar from time to time). You acknowledge and agree to the terms and conditions in each such Open Source License and to comply with all such terms and conditions. With respect to each Open Source Component, to the extent there are any conflicts between any terms of this Agreement and any terms of the respective Open Source License, such conflicting terms of this Agreement will not apply. Any fees charged by Caterpillar in connection with the Digital Offering do not apply to any Open Source Components for which fees may not be charged under the applicable Open Source License. Where the terms of any specific Open Source License entitle you to the source code of the respective Open Source Component (if any), that source code may be made available from Caterpillar upon request (a nominal fee may be charged by Caterpillar for processing such request).

13.10               Compliance with Laws. 

(a)                You understand and agree that the Digital Offering (including any Digital Offering Information) is subject to certain national, state, provincial, and local laws, rules, regulations, directives, statutes, orders, judgments, decrees, rulings, and enforceable regulatory guidance (“Laws”), which include without limitation, governmental procurements Laws and Laws related to bribery, fraud, corruption, or international trade, such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and any applicable anti-bribery or trade Laws of other countries, as amended, the U.S. Export Administration Regulations Act of 1979, as amended, the U.S. International Traffic in Arms Regulations, and the sanctions, regulations and Executive Orders administered by the U.S. Treasury Department Office of Foreign Assets Control and U.S. Department of State. 

(b)                Without limiting any of Caterpillar’s or your other commitments hereunder, you and Caterpillar each agree to comply in all material respects with all Laws applicable to the performance of and exercise of each of your and Caterpillar’s respective rights and obligations under this EULA.  Your compliance with your obligations hereunder will extend to Laws that apply to the access to or use of the Digital Offering, as well as any other of your activities hereunder, including those Laws that apply to online conduct, online content, and the transfer of data (including any personal information) to and from the United States or your country of residence.

(c)                 You agree that you have, and will maintain, at your own expenses, all permits, licenses, consents, and approvals that apply to the Digital Offering or its use hereunder, including for you  (a) to receive and use the Digital Offering in accordance with all applicable Laws, and (b) to otherwise exercise your rights and perform your other obligations as set forth in this EULA (collectively, the “Permits”); provided that if obtaining any of the foregoing Permits is Caterpillar’s responsibility under applicable Laws and applicable Laws do not permit you to obtain such Permits on Caterpillar’s behalf, Caterpillar will obtain such Permits at its own expense. 

(d)                You agree that you will not use or otherwise export, re-export, transfer, or release (whether by oral, visual or any other means deemed to be an export or reexport) (collectively, “export”) the Digital Offering (including any Digital Offering Information), except as authorized by United States Laws and the Laws of the jurisdictions in which the Digital Offering was accessed or used.  In particular, but without limitation, the Digital Offering (including any Digital Offering Information) may not be exported (including by accessing the Digital Offering), directly or indirectly:  (a) to any person or entity listed or deemed to be a blocked, prohibited, or trade-restricted person or party by the U.S. Commerce Department, U.S. Treasury Department, or U.S. Department of State by operation of Law or otherwise; (b) for any purpose or use prohibited by the U.S. government, such as for nuclear, chemical, or biological weapons production or proliferation; or (c) to any destination or transit point subject to comprehensive sanctions by the U.S. government, as may be amended from time to time, without having obtained the required U.S. authorization(s) prior to such export.  You represent and warrant that your access and use of the Digital Offering will not violate any such Laws and that you are not located in any such country or on any such list or deemed to be on such list.  You will not access or use the Digital Offering for any purposes prohibited by United States Laws, including the development, design, manufacture, or production of nuclear, missiles, or chemical or biological weapons.

(e)         To the extent you are a user of the Digital Offering and have concerns about the content in the Digital Offering (including the legality thereof), please contact Caterpillar’s Office of Business Practices, BusinessPractices@cat.com , with the relevant information about the content.

(f) Caterpillar is committed to making our Sites and Applications accessible to every site visitor and application user. For information on Caterpillar’s Accessibility Statement, please visit: https://www.caterpillar.com/en/legal-notices/accessibility-statement.html

13.11     Government Entity Rights and Obligations.  The Digital Offering is a “Commercial Product” and/or “Commercial Service” (as defined by FAR 2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as defined in FAR 2.101 and used in FAR 12.212 or DFARS 227.7202, as applicable). Consistent with FAR 12.212 or DFARS 227.7202-1 through 227.7202-4, as applicable, this Commercial Computer Software and Commercial Computer Software Documentation is licensed to government entity end users pursuant to the license customarily provided to the public, with only those rights as are granted to the public pursuant to the terms and conditions herein and Caterpillar's applicable Public Sector End User License Agreement. Any government entity end user’s rights and obligations shall be governed by this Agreement, and such Public Sector End User Agreement, as modified by a written addendum agreed upon by authorized representatives of both parties. Unless modified by such addendum, or otherwise expressly agreed to in writing by authorized representatives of Caterpillar and the government entity end user, the terms of this Agreement shall govern each party’s rights and obligations. As the Digital Offering consists of Commercial Computer Software and Commercial Computer Software Documentation offered pursuant to a standard commercial license, this provision and the rights and obligations in such addendum are in lieu of, and supersede, any Federal Acquisition Regulation (“FAR”) clauses, clauses found in the Defense FAR Supplement (“DFARS”), or other federal, state, or local government clauses or provisions that address a government entity’s rights in computer software, technical data, or intellectual property.

13.12               Severability.  If any provision of the EULA is held by a court or arbitrator of competent jurisdiction to be invalid, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions shall remain in full force and effect.

13.13           Headings and Construction.  All headings in this EULA are for convenience only and have no legal effect.  As used herein: (a) the terms “include” and “including” are meant to be inclusive and shall be deemed to mean “include without limitation” or “including without limitation,” (b) the word “or” is disjunctive, but not necessarily exclusive, (c) words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa, (d) references to “dollars” or “$” shall be to United States dollars unless otherwise specified herein, and (e) unless otherwise specified, all references to days, months, or years shall be deemed to be preceded by the word “calendar” and “business days” shall mean Monday through Friday, exclusive of Caterpillar observed holidays.  The headings of this EULA are intended solely for convenience of reference and shall be given no effect in the interpretation or construction of this EULA.

13.14               Electronic Signatures.  You agree to the use of electronic documents and records in connection with this EULA and all future documents and records in connection with the Digital Offering—including this electronic signature and disclosure notice—and that this use satisfies any requirement that Caterpillar provides you these documents and their content in writing.  If you do not agree, do not enter into this EULA.  You have the right to receive a paper copy of all documents and records.  You may (a) obtain a paper copy of any document or record (free of charge), (b) withdraw your consent to the use of electronic documents and records, or (c) update your contact information through your Digital Offering account.  To receive or access electronic documents and records, you must have the following equipment and software: (i) a device that is capable of accessing the Internet; and, (ii) a compatible Internet browser. To retain documents and records, your device must have the ability to download and store PDF files.  Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements.

13.15                   Complete Agreement.  The EULA, and any additional referenced terms therein, constitute the complete, final, and exclusive understanding between Caterpillar and you relating to the subject matter hereof and governs your use of the Digital Offering, superseding all prior or contemporaneous understandings, agreements, and communications with respect to such subject matter. 

13.16                   Changes to this Agreement. Notwithstanding anything to the contrary in this EULA, Caterpillar reserves the right to modify this EULA at any time.  Caterpillar will notify you of changes to this Agreement  by reasonable means, such as: (i) a prompt from the Digital Offering that will allow you to read the new or modified Agreement, and require you to accept the new or modified terms prior to being able to access the Digital Offering, (ii) by electronic mail, or (iii) by posting a notice on Caterpillar website located at https://www.catrentalstore.com.

13.17                   Google’s Google Map Platform. Google Map Platform is a third-party service. To provide the services through Digital Offering, Google collects and receives data from Caterpillar and Customer (and Customer’s end users, if any), including search terms, IP addresses, and latitude/longitude coordinates. Customer acknowledges and agrees that Google and its affiliates may use and retain this data to provide and improve Google products and services, subject to the Google Privacy Policy at https://www.google.com/policies/privacy/. Caterpillar’s use of the services in the Digital Offering will comply with applicable privacy laws, including laws regarding services that store and access cookies on end users’ devices. Caterpillar will comply with the then-current consent policy at https://www.google.com/about/company/user-consent-policy.html, if applicable. Through the normal functioning of the Google Maps core services, end users provide personally identifiable information and personal data directly to Google, subject to the then-current Google Privacy Policy at https://www.google.com/policies/privacy/. However, Caterpillar will not provide to Google (i) any Customer’s personally identifiable information; or (ii) any European Customer’s personal data (where “European” means European Economic Area, Switzerland, or the UK). To safeguard end users’ location privacy, customer will ensure that the customer application(s): (i) notify end users in advance of (1) the type(s) of data that customer intends to collect from the end users or the end users’ devices, and (2) the combination and use of end user's location with any other data provider's data; and (ii) will not obtain or cache any end user's location except with the end user's express, prior, revocable consent.

EXHIBIT A
Acceptable Use Policy

You and Authorized Users may not:

(a)             Post, transmit or otherwise make available through or in connection with the Digital Offering any materials that are or may be: (i) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (ii) defamatory, libelous, fraudulent or otherwise tortious; (iii) obscene, indecent, pornographic or otherwise objectionable; or (iv) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

(b)            Post, transmit or otherwise make available through or in connection with the Digital Offering any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.

(c)             Use the Digital Offering for any purpose that is fraudulent or otherwise tortious or unlawful.

(d)            Attempt to gain unauthorized access to the Digital Offering.

(e)             Perform vulnerability, load or similar test of the Digital Offering.

(f)              Harvest or collect information about other users of the Digital Offering (other than your Authorized Users).

(g)             Interfere with or disrupt the operation of the Digital Offering or the servers or networks used to make the Digital Offering available, including by hacking or defacing any portion of the Digital Offering, or violate any requirement, procedure or policy of such servers or networks.

(h)            Restrict or inhibit any other person from using the Digital Offering.

(i)              Except as expressly authorized herein, reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Digital Offering, without Caterpillar’s express prior written consent (e.g., with respect to the consumption of the APIs).

(j)              Reverse engineer, decompile or disassemble any portion of the Digital Offering, except to the extent such restriction is expressly prohibited by applicable Laws.

(k)            Remove, disable, or circumvent any copyright, trademark or other proprietary rights notice, marks, or labels, including any Caterpillar Trademarks, contained on or within the Digital Offering.

(l)              Frame or mirror any portion of the Digital Offering, or otherwise incorporate any portion of the Digital Offering into any product or service, without Caterpillar’s express prior written consent.

(m)           Except as expressly authorized herein, systematically download and store Digital Offering Information, or harvest, extract, or “scrape” content or other information from the Digital Offering.

(n)            Use any robot, spider, site search/retrieval application or other manual or automatic device, or other method or technology to extract or otherwise collect any information from the Digital Offering or information contained in connection therewith for the purposes of creating, training, or improving any computer, machine learning, deep learning, AI system, AI models, software, database, or other algorithmic models without Caterpillar’s express prior written consent.

(o)            Use or access the Digital Offering in order to develop a product or service that serves the same or a similar purpose or otherwise is competitive with the Digital Offering.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed for you to access or use the Digital Offering.