K+S Website Agreement

effective as of October 27, 2008

 K+S Services makes websites available to holders of valid access credentials (“User” or “Users”). The website and information, material, and applications presented on it (collectively the “Website”) are K+S property. Use, duplication, and disclosure of the Website is subject to the terms and conditions of this Agreement. Use of the Website shall be deemed to be acceptance of this Agreement.

1. Website Operations
1.1 K+S will make specific password-protected information, material, and applications on its website available to the informations  pertaining user under the terms of this Agreement. K+S reserves the right of sole discretion to determine the specific information, material, and applications made available to it's users. The website and information, material, and application presented on the website (collectively the "Website") are K+S property or the property of K+S licensors. Use, duplication, and disclosure of the Website is subject to the terms of this Agreement. Use of the Website shall be deemed to be acceptance of this Agreement.

1.2 A User’s participation in on-line communication via any K+S site occurs in real time and is not edited, censored, or otherwise controlled by K+S. K+S cannot and does not screen materials provided by users of this or any other K+S site. K+S reserves the right to monitor materials on any K+S site and to remove materials that K+S, in its sole discretion, determines to be in violation of this Agreement, applicable laws and regulations or K+S policies and procedures. The User agrees not to:

1.2.1 Post or transmit any message on or through any K+S Website that is libelous, defamatory or which discloses personal or private matters concerning any person without their expressed consent. User may not post or transmit any message, data, image or program that is obscene, malicious, indecent, pornographic or profane or any other material that could give rise to any civil or criminal liability.

1.2.2 Post or transmit any message on or through any K+S Website that would violate the property rights of others, including unauthorized copyrighted text, images, programs, trade secrets or other confidential proprietary information, or trademarks and/or service marks used in an infringing fashion.

1.2.3 Interfere with the usage of others via any K+S Website.

1.2.4 Post or transmit to the Website any virus, worm, or any other contaminating/malicious  or destructive program (“Harmful Agent”).  If a user demonstrates to K+S satisfaction that he/she has taken all prudent steps to prevent the posting or transmission to the Website of any Harmful Agent, that user shall may not be held liable for the inadvertent posting or transmission to the Website of a Harmful Agent.

1.2.5 Disrupt or interfere with the security of, or otherwise abuse, any K+S Website and/or any services, system resources, accounts, servers or networks connected to or accessible through any K+S Website or affiliated linked Internet sites.

2. Limited License
2.1 Subject to the terms of this Agreement and all applicable laws and regulations, K+S grants User or Users  a non-exclusive, non-transferable, personal, limited license to access, use, and display the Website. This license is not a transfer of title to the Website. Every user must retain all copyright and other proprietary notices on the Website. In addition, User may not modify the Website in any way or reproduce, publicly display, perform, distribute, create derivative works of, or otherwise use the Website for any public or commercial purpose, except as this Agreement specifically permits. Different portions of any K+S Website may be subject to various Other Agreements and thus different terms.

2.2 Except as expressly provided in this Agreement or Other Agreements, K+S does not grant any express or implied right to User under any patents, trademarks, copyrights, trade secret information, or other intellectual property rights ("Intellectual Property"). Ownership of Intellectual Property rights to information, material, and applications K+S makes available on the Website or created as a result of interactions between User and K+S using K+S’s Website will likewise be governed by the terms of Other Agreements. If such Other Agreements do not address ownership of Intellectual Property rights to such information and applications in a particular circumstance, ownership of such Intellectual Property rights shall reside with K+S.

3. Changes
K+S may change any aspect of any Website or this Agreement at any time without notice. K+S also may impose limits on certain Website features to any K+S owned/operated or affiliated website and it's services or restrict your access to parts of any Website without notice. Changes to the Website and this Agreement shall be effective immediately upon posting. Use of the Website after a change shall be deemed to be acceptance of such change. Although K+S will attempt to identify significant changes to the Website and this Agreement, it has no obligation to do so. It is the User’s responsibility to determine if there have been any changes to the Website or this Agreement.

4. Hyperlinks
Certain links on the Website launch Internet sites that K+S does not control ("Linked Internet Sites"). K+S provides connections to Linked Internet Sites solely as a convenience to users, but does not endorse the Linked Internet Sites or any of the content, products, or services contained or offered on the Linked Internet Sites. K+S MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER CONCERNING THE LINKED INTERNET SITES.

5. Conducting Transactions on K+S’s Website
Any transaction for goods, services, or data that the parties enter into, whether separately in writing or through the use of any link on K+S's Website will be governed by the terms and conditions in applicable Other Agreements that govern such transaction. In the event of a conflict between specific terms of this Agreement and specific terms of an Other Agreement, the terms of such Other Agreement shall control to the extent necessary to eliminate such conflict.

6. Information and Material Submitted to K+S
User(s) may have the option to submit information and materials related to use of the Website to K+S by e-mail, through the Website, or by other means to provide feedback, ask questions, or for other purposes ("Submitted Information"). Except as provided in Other Agreements, User expressly grants or warrants that the owner of the Submitted Information expressly grants, to K+S a world-wide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute, and prepare derivative works of the Submitted Information, in whole or in part and without any obligation of attribution, in any form, media or technology now known or later developed, subject to K+S’s Website Privacy Statement. In addition, except as provided in Other Agreements, User irrevocably waives, or warrants that the owner of the Submitted Information has irrevocably waived, all "moral rights", all rights under the Visual Artists Rights Act, all rights of privacy and publicity, and the like, in the Submitted Information.

7. Limitation of Liability
K+S uses currently available technology (in coorilation wtih the date efftiveness posted above), including encryption and SSL protocols, to protect information sent to or from password-protected portions of any K+S Website. As with all information sent over the Internet, information sent to or received from any K+S Website is subject to interception, misappropriation, and misuse by third parties. Neither K+S nor any of its subsidiaries, employees, or other representatives shall be liable for any damages or costs, including any consequential, incidental, indirect, special, or punitive damages or costs, arising out of or in connection with the User(s) use of the any K+S Website. K+S makes reasonable efforts, consistent with its current business practices, to provide current, correct data on the Website. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENTS, K+S PROVIDES ANY K+S PUBLISHED  WEBSITE ON AN "AS IS" BASIS AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, EXECPT AS PROVIDED IN OTHER AGREEMENTS, K+S DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE IS ACCURATE, COMPLETE, OR CURRENT.

8. International Users
K+S maintains and controls this Website from the State of Michigan, USA. Access to this Website from territories where the Website's contents are illegal is prohibited. If any user accesses this or any other K+S Website from outside the United States, that user is responsible for complying with all local laws and authorities.

9. Publications and Documents Available on K+S's Website
As a convenience to Users, K+S makes certain publications and documents, including technical publications and various repair documents, available on the Website. In many cases, these publications and documents are only to be used as adjuncts to, not substitutes for, K+S official versions of the corresponding publications and documents. User agrees to abide by all notices and cautionary statements concerning the proper use and interpretation of publications and document on the Website.

10. Copyright and Trademark
The Website content, design, text, graphics, and the selection and/or arrangement of the content, design, text and graphics, are the property of K+S Services or its licensors. K+S Services reserves all rights in the Website. Text or images bearing the symbols ™, SM or ® are trademarks or registered trademarks and are used by permission of their respective owners.

11. Termination
Either party may terminate this Agreement without notice at any time for any reason. Upon termination, User shall no longer have any rights to access or use password protected portions of the Website.  K+S may terminate, change, suspend or discontinue any aspect of its site, including the availability of any features of its site, at any time.

12. Security
12.1 User agrees to adopt appropriate security measures to limit access to User’s employees or permitted representatives, identified by the User and authorized by K+S.

12.2 User’s employees and permitted representatives may access any K+S Website only with a valid username, password. The user is solely responsible and liable for the activities of its Authorized Representatives, including, without limitation, terminated or former Authorized Representatives, who have access to and use any K+S Website. If any Authorized Representative who had access to or use of K+S’s Website is no longer employed or retained by User, User agrees to notify K+S  to ensure that such Authorized Representative no longer has access to use the K+S Website. User agrees that all accounts, which allow a User’s Authorized Representative access to K+S’s site, are for individual, business use only, and are not transferable to anyone else, including another Authorized Representative without K+S’s express, written consent, which K+S may withhold by its sole discretion.

12.3 Unless otherwise first notified by User, K+S is entitled to assume that access to K+S’s site by means of a valid username, password, and/or other identified additional form of security is authorized by User for User’s own business purposes. User is solely responsible for any conduct or transactions made on K+S’s site by use of such username, password and/or other identified additional form of security.

12.4 User may not grant access or use of any K+S Website or any information, material, or application on the Website to any contractor, contract or temporary employee, sub supplier or other third party without K+S’s prior consent provided in writing or as part of the registration process. K+S may withhold such consent in its sole discretion.

13. Relationship Between the Parties
The parties agree that neither party is an agent or legal representative of the other party. Neither party has the right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, or to bind the other party in any manner.

14. Access and Interference
User agrees that it will not systematically extract, collect or harvest, through electronic means or otherwise, data or data fields from K+S’s site without K+S’s express written permission. User further agrees that it will not use any device, software or routine to interfere or attempt to interfere with the proper working of any K+S site and will not place a disproportionately large load on K+S infrastructure.

15. Miscellaneous Provisions
15.1 All notices, requests and other communications to any party under this Agreement shall be in the English language and shall be deemed validly given if transmitted in writing, by mail, telecopy or personal delivery to the other party at the address and to the contact provided during registration.

15.2 Except as otherwise provided in a separate written agreement between the parties, all costs and expenses incurred in connection with this Agreement and access to and use of any K+S Website shall be paid by the party incurring such cost or expense.

15.3 Unless stated to the contrary in this Agreement, these provisions are solely for the parties’ mutual benefit and not for the benefit of any third party.

15.4 This Agreement may not be assigned without the prior written consent of the other party, except that a party’s consent shall not be required for an assignment by a party to one of its affiliates, provided the affiliate is not a competitor of the other party.