Terms of Use

1. Overview

Your use of this Website and the myNORD portal IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTING AND AGREEING TO THESE TERMS OF USE.

Your use shall be subject to (i) certain designated terms in addition to those terms applicable to all users and (ii) shall be further conditioned on Your clicking the "I AGREE" button at the end of these Terms of Use (when requested).

IF THESE TERMS OF USE ARE NOT COMPLETELY ACCEPTABLE TO YOU, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS WEBSITE.

2. Registration on the myNORD Customer Portal.

(1) The “https://www.mynord.com” internet portal (hereinafter referred to as myNORD portal) is aimed at guest users as well as approved registered users.

(2) All users can use the myNORD portal to find information about our products, configure them, edit configurations, save and print them. Registered users may use the product configurator and/or product search to generate a datasheet and/or price quote (when included as part of approved access rights). By further clicking the “Create new quote” button or the “add new line item” button, they may add products to a project. A completed product configuration is saved to their quote dashboard. Configurations created this way remain non-binding and do not represent an offer or order by the customer.

(3) Furthermore, with the integration of the NORD DRIVESYSTEMS Parts Shop (hereinafter referred to as e-shop) into the myNORD portal, all users can obtain information on spare parts for the drive they are interested in as well as about other products from NORD. Registered users can also order them via a secured checkout process.

(4) Users may request registered access via our online registration process with truthful information provided for their name, company, e-mail, telephone number, address, and when available, their NORD account number and their tax ID, as well as an individually selected password. Afterwards, the user receives a confirmation by e-mail to the supplied address including an authentication link. After the user has confirmed via this link we will check the provided information for the purpose of an account activation which includes applicable and specific access rights. After account activation, the user receives a notification email. After usage of the login data and the password, the user is a registered user and can use the myNORD portal and e-shop for quoting and order processes (if approved for those specific security rights). Registered users must inform us immediately about later changes to their information.

(5) Users have no right to their registration. We are entitled to rescind an approved registration at any time. This may be the case if we discover that the user provided incomplete or wrong data for the registration, violates these terms of use or is no longer entitled to usage. We reserve the right to check the usage authorization by sending another confirmation e-mail.

(6) Registered users must maintain secrecy with their login data, particularly the password.

(7) The user data required for registration is collected and can be submitted, for example, to shipping companies and/or financial service providers as far as this is necessary for the execution of an online order. The user hereby expressly agrees to this data transfer.

3. Changes To Terms

NORD Gear Corporation may, at any time, for any reason and without notice, make changes to this Website and the myNORD portal, including the look, feel, format, and content, as well as the products and/or services as described. Any modifications will take effect when posted to the website. Therefore, each time You access the Website, You need to review the Terms of Use upon which access and use of this Website is conditioned. By Your continuing use of the Website after changes are posted, You will be deemed to have accepted such changes.

4. Jurisdiction

The Website and myNORD portal are directed to those individuals and entities located in the United States. It is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Website and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to You, You are not authorized to access or use any of the information on this Website. NORD Gear Corporation makes no representation that the information, opinions, advice or other content on the Website (collectively, "Content") is appropriate or that its products and services are available outside of the United States. Those who choose to access this Website from other locations do so at their own risk and are responsible for compliance with applicable local laws.

5. Scope of Use

NORD Gear Corporation grants You the non-transferable and non-exclusive right to remotely access and use the Website and myNORD portal solely for Your own internal business purposes as permitted by this Agreement.

You shall not license, sell, rent, outsource or otherwise make available the Website or Content to third parties. You shall be responsible for the acts and omissions of any users of the Website using registration information as if they were the acts and omissions of You. When using the Website, You shall not (a) translate, decompile, reverse-engineer, or otherwise modify any parts of the Website or Content; (b) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) infringe the intellectual property rights of any entity; (d) interfere with or disrupt NORD Gear Corporation's software, the systems used to host the Website, other equipment or networks connected to the Website made known to You; (e) use the Website in the operation of a service bureau or time-sharing service; (f) circumvent the user authentication or security of the site or Website or any host, network, or account related thereto; (g) mirror the Website on any server; (h) make any use of the Website that violates any local, state, national, international, or foreign law; (i) fail use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure of the Website or Content; (j) allow any third party to use any user identifications; codes; passwords; procedures; and user keys issued to or selected by You to access the Website.

You are only authorized to view, use, copy for Your records and download small portions of the Content (including without limitation text, graphics, software, audio and video files and photos) of this Website for Your informational, personal use, provided that You leave all the copyright notices, including copyright management information, or other proprietary notices intact.

You may not store, modify, reproduce, transmit, reverse engineer or distribute a significant portion of the Content on this Website, or the design or layout of the Website or individual sections of it, in any form or media. The systematic retrieval of data from the Website is also prohibited.

E-mail submissions over the Internet may not be secure and are subject to the risk of interception by third parties. Please consider this fact before e-mailing any information. You agree not to submit or transmit any e-mails or materials through the Website that: (i) are defamatory, threatening, obscene or harassing, (ii) contain a virus, worm, Trojan horse or any other harmful component, (iii) incorporate copyrighted, patented or other proprietary material of any third party without that party's permission or (iv) otherwise violate any applicable laws. NORD Gear Corporation shall not be subject to any obligations of confidentiality regarding any information or materials that You submit online except as specified in these Terms of Use, or as set forth in any additional terms and conditions relating to specific products or services, or as otherwise specifically agreed or required by law.

The commercial use, other than placing orders for your business, reproduction, transmission or distribution of any information, software or other material available through the Website without the prior written consent of NORD Gear Corporation is strictly prohibited.

6. Rights of the registered user, e-shop content and availability

(1) Registered users are granted a simple, non-exclusive and non-transferable license for using the myNORD portal and the e-shop in the course of their job-related activities. (2) We are entitled to modify, supplement, restrict and delete all areas of the myNORD portal and e-shop or parts of them, or to discontinue publication temporarily or permanently at our own discretion.

(3) The myNORD portal and the e-shop can only be used within the current state of technology. Technical faults within the power supply or transmission system, hardware or software errors, capacity constraints as well as safety or service interruptions may affect the scope of usage. For this reason, we do not guarantee that the myNORD portal and the e-shop will always be usable in its entirety.

(4) Likewise, we cannot guarantee the complete absence of computer viruses in the myNORD portal and the e-shop. For their own protection and to protect the NORD portal and the e-shop, each user is obliged to take their own proper safety precautions before downloading any material.

7. Products, binding order placement

(1) The display and configuration options of our products in the myNORD portal, and their display and availability in the e-shop do not imply a binding offer on our part. It should rather be considered as a request to the registered user to submit a binding order. The offered support functions are product-related – in the myNORD portal these are the tip texts or learn more information that can be viewed in the configurator, and in the e-shop these are the suitable spare parts for the respective NORD drive. They are not a substitute for individual consulting about the suitability in individual cases or the usage intended by the user. In this respect, the registered user is requested to also contact one of our responsible employees as needed.

(2a) The following shall also apply for the myNORD portal: Registered users may use the product configuration or product search to create a product datasheet or quote. A completed configuration is saved in the quote dashboard. Configurations created this way remain non-binding and do not represent an order by the customer.

Before submitting an order, the content including the customer data is summarized on an overview page. The registered user may adjust selected order data via the designated change fields. By clicking the “Send” button, the registered and activated user submits a binding order.

(2b) The following shall apply for the e-shop: After product selection by entering the serial number, browsing the catalog and/or using the direct part entry, the registered user can click the “Add to list” button to save the selected products in a favorite list or click the “Add to cart” button to add them to the shopping cart. In the catalog search or in the cart, the registered user can also find information on availability or the non-binding delivery date of the respective product. The registered user may change, empty, download and upload the cart content at any time. He can also download the content as a PDF file and print it.

Only the registered user can submit a binding order. The registered user may trigger the order process by clicking the “order” button. After the registered user has selected the billing and shipping address, preferred payment type as well as the shipping type, all data is summarized in an order overview where subsequent changes can be made via the designated change fields. After accepting these terms of use and the privacy policy, the registered user submits a binding order to us by clicking the “Order now” or “Pay now” button.

If the credit card payment type is selected, the registered user is then forwarded to the embedded payment page of our financial service provider Novalnet AG to trigger the credit card payment.

(3) After submitting the order, the registered user receives an automatically generated e-mail that confirms the receipt of the order and includes the order details (confirmation of receipt). This confirmation of receipt does not represent an acceptance of contract on our part. A binding order is only concluded, after our option, by sending an order confirmation or the ordered products.

(4) Registered users can save and/or print the content of their order directly after submission and use the “Order overview” function to display it at a later point in time.

8. Copyrights and Trademarks

The materials on the Website and myNORD portal, as well as the organization and layout, are copyrighted and are protected by United States and international copyright laws and treaty provisions. You may access, download and print materials on this Website solely for Your personal and commercial use solely for Your business; however, any printout of this Website, or portions thereof, must include NORD Gear Corporation's copyright notice. No right, title or interest in any of the materials contained on this Website is transferred to You as a result of accessing, downloading or printing such materials. You may not copy, modify, distribute, transmit, display, reproduce, publish, license any part of this Website; create derivative works from, link to or frame in another Website, use on any other Website, transfer or sell any information obtained from this Website without the prior written permission of NORD Gear Corporation.

Except as expressly provided under the "Scope of Use" Section above, You may not use, reproduce, modify, transmit, distribute, or publicly display or operate this Website without the prior written permission of NORD Gear Corporation. You may not use a part of this Website on any other website, without NORD Gear Corporation's prior written consent.

NORD Gear Corporation respects the intellectual property rights of others and expects You to do the same. The policy of NORD Gear Corporation is to terminate the accounts of repeat copyright offenders and other users who infringe upon the intellectual property rights of others. If You believe that Your work has been copied in a way that constitutes copyright infringement, please contact us at ebusiness.us@nord.com.

9. Links

For Your convenience, NORD Gear Corporation may provide links to various other Websites that may be of interest to You and for Your convenience only. However, NORD Gear Corporation does not control or endorse such Websites and is not responsible for their content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such Websites. Please read the terms and conditions or terms of use policies of any other company or Website You may link to from our Website. These Terms of Use policy applies only to the Website and the products and services NORD Gear Corporation offers. If You decide to access any of the third party sites linked to this Website, You do so at Your own risk. NORD Gear Corporation reserves the right to terminate any link or linking program at any time. NORD Gear Corporation disclaims all warranties, express and implied, as to the accuracy, validity, and legality or otherwise of any materials or information contained on such sites.

You may not link to this Website or the myNORD portal without NORD Gear Corporation's written permission. If You are interested in linking to this Website, please contact ebusiness.us@nord.com.

10. No Unlawful Or Prohibited Use

As a condition of Your use of the Website and myNORD portal, You warrant to NORD Gear Corporation that You will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

11. No Warranties

All content that is included in the Website is provided "as is", and NORD Gear Corporation makes no warranty as to the accuracy or completeness of such content. You use such content at its own risk, and NORD Gear Corporation shall have no liability to You or third party based on Your use or reliance on such content. NORD Gear Corporation does not control the transfer of data, including but not limited to Your data, over telecommunications facilities, including the internet, and NORD Gear Corporation does not warrant secure operation of the Website or that such security technologies will be able to prevent third party disruptions of the Website.

THE WEBSITE, AND ANY CONTENT, ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEMS INTEGRATION, ACCURACY, AND NON-INFRINGEMENT, ALL OF WHICH NORD GEAR CORPORATION EXPRESSLY DISCLAIMS. NORD GEAR CORPORATION DOES NOT ENDORSE AND MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT, AND NORD GEAR CORPORATION WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE WEBSITE OR ANY CONTENT. WE HAVE NO DUTY TO UPDATE THE CONTENT OF THE WEBSITE. NORD GEAR CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSING THE WEBSITE AND USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. THIS WARRANTY DISCLAIMER MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY NORD GEAR CORPORATION. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

12. Separate Agreements

You may have other agreements with NORD Gear Corporation. Those agreements are separate and in addition to these Terms of Use. These Terms of Use do not modify, revise or amend the terms of any other agreements You may have with NORD Gear Corporation.

13. DMCA Copyright Policy and Copyright Agent

NORD Gear Corporation respects the intellectual property rights of others. If You believe something on this Website has infringed Your intellectual property rights, please notify NORD Gear Corporation and provide the following information:

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

(ii) Identification of the copyrighted work claimed to have been infringed.

(iii) 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.

(iv) Address, telephone number, and, if available, an electronic mail address where we may contact You.

(v) 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.

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

14. U.S. Resident

You represent that You are a United States resident or duly organized organization authorized to do business in the United States.

15. No Professional Advice

The information available on the Website is intended to be a general information resource regarding the matters covered and is not tailored to Your specific circumstance. You should not construe this as legal, accounting or other professional advice. This Website is not intended for use by minors. YOU SHOULD EVALUATE ALL INFORMATION, OPINIONS AND ADVICE AVAILABLE ON THIS WEBSITE IN CONSULTATION WITH YOUR INSURANCE SPECIALIST, OR WITH YOUR LEGAL, TAX, FINANCIAL OR OTHER ADVISOR, AS APPROPRIATE.

16. Users Disputes

You are solely responsible for Your interactions with other users. NORD Gear Corporation reserves the right, but has no obligation, to monitor disputes between You and other users.

17. User Submissions and Communications; Public Areas

You acknowledge that You own, solely responsible or otherwise control all of the rights to the content that You post; that the content is accurate; that use of the content You supply does not violate these Terms of Use and will not cause injury to any person or entity; and that You will indemnify NORD Gear Corporation or its affiliates for all claims resulting from content You supply.

If You submit any business information, idea, concept or invention to NORD Gear Corporation by email, You automatically represent and warrant that You are the owner of such content or intellectual property and that You expressly grant NORD Gear Corporation a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. NORD Gear Corporation may sublicense its rights through multiple tiers of sublicenses. If You wish to keep any business information, ideas, concepts or inventions private or proprietary, You must not submit them to NORD Gear Corporation by email.

NORD Gear Corporation reserves the right (but is not obligated) to do any or all the following:

(a) Examine an allegation that a communication(s) do(es) not conform to the Terms of Use and determine in its sole discretion to remove or request the removal of the communication(s).

(b) Remove communications that are abusive, illegal, or disruptive, or that otherwise fail to conform with these Terms of Use.

(c) Immediately suspend Your passwords, accounts, and access to or use of the Website if You violate any provision of the Terms of Use.

NORD Gear Corporation reserves the right to take any action it deems necessary to protect the safety of users or the public. NORD Gear Corporation has no liability or responsibility to users of the NORD Gear Corporation Website or any other person or entity for performance or nonperformance of the aforementioned activities.

18. Confidentiality

(a) Confidential Information. "Confidential Information" means any confidential information provided to You by NORD Gear Corporation including by example, but not limited to, the price, product selections, and technical details or any product and any technical data or know-how, including, but not limited to, that which is related to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances. Confidential Information does not include information, technical data or know-how which (i) is in possession of You at the time of disclosure as shown by the your files and records immediately prior to the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of You; (iii) is approved for release in writing by NORD Gear Corporation; or (iv) information that qualifies as a Trade Secret. You agree not to use the Confidential Information disclosed to it by NORD Gear Corporation for your own use or for any purpose except to carry out discussions concerning the undertaking of any current or future business relationship between the parties. You will disclose the Confidential Information of the other to third parties or to your employees or agents without the written consent of NORD Gear Corporation, except to those employees or agents who are required to have the information in order to carry out the contemplated business. You agree that You will take all reasonable steps, including all steps that it would take to protect its own Confidential Information, to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the possession of unauthorized persons. You agree to immediately notify NORD Gear Corporation in writing of any misuse or misappropriation of such Confidential Information.

(b) Trade Secrets. "Trade Secret" means any and all documents or information relating to NORD Gear Corporation that meet the definition of a Trade Secret under Section 134.90, Wisconsin Statutes. Examples of Trade Secrets may include, but are not limited to: software architecture, formulas, patterns, compilations, programs, devices, methods, techniques or processes, product costs and mark-up information, and service costs and mark-up information. You agree that, except as required by the scope of the Agreement or expressly agreed upon in writing by the parties, neither will use, directly or indirectly disclose, or publish any Trade Secrets. You acknowledge that any unpermitted use or disclosure of NORD Gear Corporation's Trade Secret will cause the NORD Gear Corporation irreparable damage for which remedies other than injunctive relief will be inadequate and that NORD Gear Corporation shall be entitled to injunctive relief or other equitable relief enjoining such use or disclosure, without the posting of a bond or other security, in addition to any other remedies available by law or under this Agreement. The term of this covenant not to disclose Trade Secrets is unlimited and survives the termination of this Agreement.

16. Limitation of Liability

YOUR USE OF THE CONTENT IS AT YOUR OWN RISK. NORD GEAR CORPORATION SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF OR RELIANCE ON THE CONTENT (EVEN IF NORD GEAR CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE OR THE CONTENT. THIS LIMITATION OF LIABILITY MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY NORD GEAR CORPORATION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THIS LIMITATION MAY NOT APPLY TO YOU.

20. Indemnity

You agree to defend, indemnify, and hold NORD Gear Corporation, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, Your violation of these Terms of Use. You shall indemnify, defend, and hold harmless NORD Gear Corporation and its officers, owners, employees, clients, agents and representatives against all liability, claims, costs, causes of action, losses, damages, liabilities or expenses, including, without limitation, reasonable attorneys' fees and costs incurred in litigation (collectively referred to herein as "Losses") arising from or relating to (i) any use of the Website in breach of these Terms of Use; (ii) the use by You of any reports (written or otherwise) or other materials delivered or otherwise made available to You relating to the Website; or (iii) Your data. Furthermore, it is the sole responsibility of You to ensure that the content of all submissions made via the Website meets any and all state and federal legal requirements.

21. Accounts and Security

NORD Gear Corporation does not warrant that the functions contained in the service provided by the Website and myNORD portal will be uninterrupted or error-free, that defects will be corrected or that this service or the server that makes it available will be free of viruses or other harmful components.

As part of the registration process, each user will select a password and provide an email address to be used as a login. You shall provide NORD Gear Corporation with accurate, complete, and updated account information. Failure to do so shall constitute a breach of this Terms of Use, which may result in immediate termination of Your account.

You may not:

(a) select or use a login name of another person with the intent to impersonate that person;

(b) use a name subject to the rights of any other person without authorization;

(c) use a login name that the Website, in its sole discretion, deems inappropriate or offensive.

You shall notify NORD Gear Corporation of any known or suspected unauthorized use(s) of Your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Your password. You shall be responsible for maintaining the confidentiality of Your password.

Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Your account, at NORD Gear Corporation's sole discretion, and You may be reported to appropriate law-enforcement agencies.

Contact us: If You would like to request additional information regarding these Terms of Use, please contact us at ebusiness.us@nord.com.

22. Your Responsibilities and Obligations

(a) You grant to NORD Gear Corporation the nonexclusive right to use Your data for the sole purpose of and only to the extent necessary for NORD Gear Corporation to fulfill any orders placed by You through the myNORD portal and e-shop.

(b) You shall be responsible for entering Your data into the Website and You shall be responsible for the maintenance of Your data supplied by it. You hereby represent and warrant to NORD Gear Corporation that Your data is free of all viruses, Trojan horses, and comparable elements which could harm the systems or software used by NORD Gear Corporation or its subcontractors to provide the Website.

(c) You shall change all passwords used to access the myNORD portal at regular intervals. Should You learn of a third party having obtained knowledge of a password, You shall inform NORD Gear Corporation thereof without undue delay and promptly change the password.

(d) You are responsible for the connection to the Website and myNORD portal, including the Internet connection, NORD Gear Corporation shall not be responsible for any failure to meet its obligations under this Agreement which result from or relate to the connection to the Website as provided by You.

23. Miscellaneous

(a) Entire Agreement. This document represents the entire agreement between the parties, and there are no understandings, representations or warranties of any kind between the parties except as expressly set forth in these Terms of Use. Any and all changes must be communicated in writing. The terms of these Terms of Use shall prevail over any additional, conflicting or inconsistent terms and conditions that may appear on any other document or agreement between the parties related to the Website.

(b) Invalidity. If any provision or clause of the Terms of Use or the application of such provisions or clause to either party is held to be invalid by a court of competent jurisdiction, then such provision shall be severed, and such invalidity shall not affect any other provision of these Terms of Use, the balance of which shall remain and have its intended full force and effect.

(c) Assignment. These Terms of Use in its entirety may not be assigned or subcontracted in its entirety by You without the prior written consent of NORD Gear Corporation, which consent may be withheld for any or no reason. NORD Gear Corporation is permitted, however, to assign the Website to third parties, without the consent of You.

(c) Governing Law and Venue and Fees. These Terms of Use shall be deemed to have been made and executed in the State of Wisconsin and any dispute arising hereunder will be resolved in accordance with the laws of the Wisconsin, without reference to its conflict of laws principles. The parties hereby consent to and submit to the jurisdiction of the federal and state courts located in the State of Wisconsin. Any action or suit under these Terms of Use or otherwise arising from the relationship between the parties will only be brought in any federal or state court with appropriate jurisdiction over the subject matter hereof established or sitting in the State of Wisconsin. In the event of any dispute related to these Terms of Use, the prevailing party will be entitled to recover all its expenses related to such dispute including reasonable attorneys' and experts' fees and court costs.

(d) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.