CalWeb® Terms and Conditions of Use
CalWeb Electronic Services Agreement
This Electronic Services Agreement ("ESA") will define the terms and conditions for use of the calweb.tek.com web site and Tektronix’s CalWeb Service. Both the ESA and our Web site include important disclosures that are associated with our electronic content and services. When You click "I agree," You will be consenting to electronic delivery of these items in HTML format. To access and retain them for Your records, You should use a current version of Chrome or Internet Explorer for your web browser. You may print the ESA before You click "I agree." If You do not have a printer, You may contact Tektronix for a free paper copy of the ESA. You may request a copy of the current ESA from Tektronix at any time.
By clicking "I agree," or by using the Services in any way, You confirm Your understanding, acceptance, and receipt of the ESA and its terms and conditions, and You will acknowledge and demonstrate that You can access the ESA and other HTML disclosures and regulatory materials on our Web site. This is required in order to access Your account online.
Electronic Services Agreement
This Electronic Services Agreement replaces any prior agreement between You and Tektronix, Inc. (“Tektronix”) regarding Your use of the Electronic Services.
“Active Customer” means You have an active contract with Tektronix or have signed a purchase order for calibration or services with Tektronix within the last 365 days.
“Additional Features” means any features added to CalWeb Standard, including customization or implementation.
“Asset” means a tangible item managed through the Service in relation to assets calibrated by Tektronix, found under Tek Managed Assets.
“Aggregated Statistics” means data and information related to Your use of the Services that is used by Tektronix in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service.
“CalWeb Standard” means the standard features of the Service.
“Electronic Services” or “Services” means the CalWeb asset management tool, including CalWeb Standard and Additional Features.
“Information” means data and information related to any Asset managed or provided by the Service.
“You” and “Your” means the individual accepting this agreement, and any organization they are accepting it on behalf of.
2. Use of Electronic Services:
Scope of the Agreement. This Electronic Services Agreement (the "Agreement") between You and Tektronix states the terms and conditions that govern Your use of Tektronix’s Services. Subject to and conditioned on Your compliance with the terms and conditions of this Agreement, Tektronix hereby grants You a non-exclusive, non-transferable, revocable limited right to access and use the Electronic Services in accordance with the terms and conditions of this Agreement.
Services Provided. CalWeb Standard allows You to view information about calibration and repair services that have been performed by Tektronix, including certificates and other available documents. You can also use CalWeb Standard to view and edit information about Your Assets that are managed by Tektronix. You may also use Additional Features, as defined in a separate written agreement, and conditioned on the payment of additional fees. Tektronix will not be responsible for any service difficulties resulting from Your failure to possess technology adequate to use Tektronix’s Electronic Services to Your satisfaction.
System Continuity. Your use of the Services is governed by Tektronix’s Business Continuity Policy, available at: https://www.tek.com/business-continuity.
Your Agreement. By using Tektronix’s Electronic Services, You agree to comply with the terms and conditions of this Agreement. Tektronix has the right to modify or terminate this Agreement in any way at any time, and will provide You with notice of any modifications. You further agree to abide by any rules, procedures, standards, requirements or other conditions we may establish in connection with the use of our Electronic Services or any other electronic communications services made available by Tektronix.
Access to the Electronic Services may be limited or unavailable during periods of systems upgrades, maintenance or for other reasons. If the Electronic Services are unavailable or delayed at any time, You agree to use alternative means to access information about Your Assets or Tektronix services, such as calling a Tektronix representative or visiting one of our branch offices. Tektronix will not be liable to You if You are unable to access information through the Electronic Services. (See Limitations of Liability, Section 5)
When You use the Electronic Services to view or edit information, You acknowledge that Your usage of the system may be logged, monitored and reviewed by Tektronix. You acknowledge that Tektronix may also collect and compile Aggregated Statistics based on information Your input into the Services. As between Tektronix and You, all right, title, and interest in Aggregated Statistics and all intellectual property rights therein belong to and are retained solely by Tektronix. You agree that Tektronix may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify You or Your confidential information.
Term and Termination. Unless otherwise defined in a separate written agreement, this Agreement begins on the date it is accepted and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect as long as You continue to be an Active Customer (the “Term”).
Upon expiration or termination of this Agreement, You shall discontinue use of the Service immediately unless You extend service under a new and separate contract. After this Agreement has expired or been terminated, Tektronix will not be required to provide any Information, and will not be liable to You or any third party for any damages caused by the inability to access such Information.
Information. Tektronix does not guarantee or certify the accuracy, completeness, timeliness or correct sequencing of the Information made available through Tektronix electronic services. You agree that Tektronix shall not be liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Information, or for any decision made or action taken by You relying upon the Information. You further agree that Tektronix will not be liable in any way for the interruption of any data, Information or other aspect of Tektronix’s Electronic Services.
Disclaimer of Warranties. TEKTRONIX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TEKTRONIX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION OR ANY ASPECT OF TEKTRONIX’S ELECTRONIC SERVICES (INCLUDING BUT NOT LIMITED TO INFORMATION ACCESS).
No Liability for Events Outside of Entities’ Direct Control. Tektronix, and its affiliates and third party vendors will not be liable for any loss that results from a cause over which that entity does not have direct control. Such causes include, but are not limited to, (1) the failure of electronic or mechanical equipment or communication lines; (2) telephone or other interconnect problems; (3) bugs, errors, configuration problems or the incompatibility of computer hardware or software; (4) the failure or unavailability of Internet access; (5) problems with Internet service providers or other equipment or services relating to Your computer or network; (6) problems with intermediate computer or communications networks or facilities; (7) problems with data transmission facilities or Your telephone, cable or wireless service; or (8) unauthorized access, theft, operator errors, severe weather, earthquakes, other natural disasters or labor disputes. Tektronix is also not responsible for any damage to Your computer, software, modem, telephone, wireless device or other property resulting in any way from Your use of Tektronix’s Electronic Services.
Limitation of Liability. Tektronix’ aggregate liability to You or others claiming through You on any claim of any kind arising out of or related to this Agreement, under any legal theory including breach of contract, tort (including negligence), strict liability, and otherwise shall in no case exceed the price of the Services or part therefore which gives rise to the claim. IN NO EVENT WILL TEKTRONIX BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER TEKTRONIX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
- Consent to E-Mail Communications and Opting Out:
By entering into a customer account agreement with Tektronix or by subscribing to a Tektronix Electronic Service, You are consenting to the receipt of electronic mail ("e-mail") from us. We may send You e-mails about services and products we believe may be of interest to You. You may opt-out of future e-mails about products or services by contacting our national customer service. We reserve the right, however, to e-mail You information relating to Your account or services being performed.
- Use of Proprietary Information:
Information provided by, or transmitted from, the Services is the property of Tektronix and is protected by applicable copyright law. You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit Tektronix’s information in any manner without the express written consent of Tektronix. You agree that You will not use Tektronix’s information for any unlawful purpose.
Tektronix grants You a limited license to use information that has been extracted, downloaded or transmitted from the Electronic Services. You may use this information for the internal management of Your Assets, however all information copied, downloaded or transmitted from the system will be considered “uncontrolled” information, and therefore not certified for accuracy by Tektronix.
- Access, Passwords and Security:
You will be responsible for the confidentiality and use of Your User ID(s) and password(s). You agree not to hold Tektronix liable for any damages of any kind resulting from Your decision to disclose Your user ID(s) or password(s) to any third party, including but not limited to persons who are or claim to be acting as Your agent or proxy. You will be responsible for all services requested through and under Your user ID(s) and password(s), and any orders so received by Tektronix will be deemed to have been received from You. You agree immediately to notify Tektronix if You become aware of:
- Any loss or theft of Your user ID(s) and/or password(s); or
- any unauthorized use of any of Your user ID(s) and/or password(s), or of the Electronic Services or any Information.
- Data Transmission:
You acknowledge that data, including e-mail and electronic communications, may be accessed by unauthorized third parties when communicated between You and Tektronix, Information Providers or Information Transmitters, using the Internet, other network communications facilities, telephone or any other electronic means. You acknowledge that Tektronix is not responsible for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.
- Use of Software, Programs, Applications or Other Devices to Access Electronic Services:
With the exception of applications commonly known as web browser software, or other applications formally approved by Tektronix in writing, You agree not to use any software, program, application or any other device to access or log on to Tektronix’s computer systems, website or proprietary software or to automate the process of obtaining, downloading, transferring or transmitting any content, or information to or from Tektronix’s computer systems, website or proprietary software.
- Subscription, Service Use Fees:
You agree to pay all subscription, service and use fees, if any, that You are charged by Tektronix for Tektronix’s Electronic Services. You agree that these fees may be changed at any time. You will be notified of any increase in fees before they apply, in accordance with a separate agreement.
Payment of Additional Fees. You agree to pay all costs (including attorneys‘ fees), if any, incurred by Tektronix in collecting overdue fees from You. You also agree to pay all applicable federal, state and local taxes.
- Account Restrictions:
Tektronix may restrict access to Your account(s) for reasons including, but not limited to, late or incomplete payment for services performed. If there is a restriction on Your account(s) at Tektronix, Your use of the Electronic Services will be so restricted with respect to such account(s). Tektronix will not be responsible for any delay or failure to provide the Electronic Services in the event there is a restriction on Your account.
You agree to defend, indemnify and hold harmless Tektronix and its Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from or in connection with: i) Your violation of this Agreement, state or federal securities laws or regulations; ii) Your negligent acts or omissions or willful misconduct; or iii) any third party’s rights, including but not limited to infringement , violation, or misappropriation of any proprietary right (including intellectual property rights) and invasion of any privacy rights. This obligation will survive the termination of this Agreement.
- Tektronix’s Ability to Terminate Electronic Services:
Tektronix reserves the right to terminate Your access to its Electronic Services or any portion of them (including without limitation, the Information) in accordance with a separate applicable contract. If no such contract or agreement exists, Tektronix reserves the right to terminate Your access to the Services, or any portion thereof in Tektronix’s sole discretion, without notice and without limitation, for any reason whatsoever. Tektronix may terminate Your access to its Electronic Services for reasons including, but not limited to, the unauthorized use of Your account access information, breach of this Agreement, discontinuance of Tektronix’s access to any Information or any other data from any third-party vendor or termination of one or more agreements between Tektronix and its vendors. Tektronix, the Information Providers and the Information Transmitters shall have no liability to You for terminating Your access to Tektronix’s Electronic Services; provided, however, that if Tektronix’s termination is without cause, Tektronix will refund the pro rata portion of any fee You may have paid for the portion of the Information and/or Electronic Services not furnished to You as of the date of termination. Termination will not waive Your responsibility to pay for other products or services provided by Tektronix.
Tektronix may terminate Your access to its Electronic Services or any portion of them (including without limitation, the Information) if You fail to make any associated payments when due, until such amounts are paid in full.
- Electronic Communications:
The Electronic Services You access by computer provide You with the capability to send electronic communications, such as e-mail, directly to Tektronix and interact within applicable areas of the Electronic Services. You agree to the following terms with respect to Your use of electronic communications through the Electronic Services:
- Tektronix shall be entitled, but is not obligated, to review or retain Your electronic communications for, among other reasons, monitoring the quality of service You receive, Your compliance with this Agreement and the security of the Electronic Services. Tektronix is entitled to disclose Your electronic communications to the same extent it may disclose other information about You or Your account(s). In no event will Tektronix be liable for any costs, damages, expenses or any other liabilities incurred by You as a result of such activities by Tektronix;
- You will not use any electronic communication feature of the Electronic Services for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening;
- You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;
- You will not in any way express or imply that the opinions in Your electronic communications are endorsed by Tektronix without the prior written consent of Tektronix;
- You agree to provide Tektronix with Your e-mail address, promptly provide Tektronix with any changes to Your e-mail address and accept electronic communications from Tektronix at the e-mail address You specify; and
- You agree to be bound by any affirmance, assent or agreement You transmit through the Electronic Services, including but not limited to any consent You give to receive communications from us solely through electronic transmission. You agree that, when in the future You click on an "I agree", "I consent" or other similarly worded "button" or entry field with Your mouse, keystroke or other computer device, Your agreement or consent will be legally binding and enforceable and the legal equivalent of Your handwritten signature.
If You send or transmit any communications or materials to Tektronix suggesting or recommending changes to the Service, including without limitation, new features or functionality, or any comments, questions, suggestions, or the like ("Feedback"), Tektronix is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to Tektronix on Your behalf, and on behalf of any of Your employees, contractors and/or agents, all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Tektronix is not required to use any Feedback. Tektronix is free to use any intellectual property rights contained in the Feedback without any attribution or compensation to any party.
- Government Rights.
Each of the software components that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if You are an agency of the US Government or any contractor therefor, You only receive those rights with respect to the Services as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors. If You are an agency or contractor of any other Government, you receive only the same rights as other end users.
You acknowledge that, in providing You with the Electronic Services, Tektronix has relied upon Your agreement to be bound by the terms of this Agreement. You further acknowledge that You have read, understood and agreed to be bound by the terms of any other agreement with Tektronix that applies to Your account(s), as currently in effect and amended from time to time.
This Agreement may be modified by Tektronix upon written notice to You provided, however, that if Tektronix sends You written notice, via electronic communication or otherwise, of a modification, You confirm Your acceptance of the modification by not closing and/or by continuing to use the Services.
- Waiver and Breach:
No waiver by Tektronix of any breach of these provisions shall constitute a waiver of any other breach.
Any forbearance, failure or delay by in exercising any right, power or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy; any single or partial exercise of any right, power or remedy by hereunder shall not preclude the further exercise thereof; and every right, power or remedy of shall continue in full force and effect until such right, power or remedy is specifically waived by an instrument in writing is executed.
If any portion of this Agreement shall be determined to be invalid and unenforceable, the remainder shall be valid and enforceable to the maximum extent possible.
- Governing Law:
This Agreement, and all future agreements You shall enter into with Tektronix, unless otherwise indicated on such other agreement, shall be governed by the law of the state of Oregon, without regard to conflicts of law principles thereof. This is the case regardless of whether You reside or transact business with Tektronix in Oregon or elsewhere.
Any legal suit, action, or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the United States residing in the State of Oregon or the courts of the State of Oregon. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated in this Agreement be consummated as originally contemplated to the greatest extent possible.