User's Instructions

3M Confidential
https://login.connectedsafety.3m.com/TermsAndConditions/DataProcessingAgreement.
9.9 User shall – as far as permitted by law - indemnify 3M and its directors, officers, agents and employees from
and against any direct damages which may incur in connection with a breach for which User is responsible or a
breach of other related legislation concerning the protection of personal information by User, its officers, employees,
agents and subcontractors.
10. Feedback Automatically Becomes 3M’s Property
Any feedback or suggestions provided by User to 3M regarding the products or services including Software, herein,
(“Suggestions”), shall be the property of 3M and User hereby assigns to 3M all right, title and interest worldwide in
and to such Suggestions and the related intellectual property rights. User acknowledges and understands that, in
connection with certain products and services, certain information regarding User’s use of the Software is
transmitted to 3M. Such information may be collected and used by 3M to provide support services to User, and for
research and marketing purposes. For the avoidance of doubt, 3M may use any feedback, suggestions, product
experiences, and product outcomes provided or realized by User to improve or market the product or service, create
new features, to conduct research, and develop new products or services, including reports based on analytics
associated with the Software usage.
11. General
11.1. Governing Law, Limitation on Action and Attorneys’ Fees. Unless otherwise mandated by law, this
Agreement is governed by the laws of the State of Minnesota, USA, excluding its conflict of laws rules, and
specifically excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties
consent to personal jurisdiction and venue in the state and federal courts sitting in Ramsey County in the State of
Minnesota, USA, and agree that all disputes arising from this Agreement shall be venued in such courts. The parties
also agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related
to this Agreement must be brought within one (1) year after such claim or cause of action arose or be forever barred.
11.2. Export Restrictions. User agrees that it will not export or re-export (directly or indirectly) any products or
documentation or other technical data therefore, in whole or in part, without complying with the U.S. Export
Administration Act of 1979and the regulations thereunder. User shall indemnify, defend (with counsel approved in
writing in advance by 3M) and hold 3M harmless against any claims for cost, damage, expense or liability arising out
of or in connection with these restrictions by User.
11.3. Assignment. User may not assign, voluntarily, by operation or law, in connection with a change in control,
merger, or otherwise, this Agreement or any licenses granted or obligations set forth in these Terms and Conditions
to any third party without prior written consent of 3M.
11.4. Severability. If any provision of this Agreement is held invalid, illegal, unenforceable, or in conflict with any
law having jurisdiction over this Agreement, the validity, legality, and enforceability of the remaining portions or
provisions hereof will not be affected or impaired.
11.5. Force Majeure. Neither Party will be responsible for any failure to perform due to causes beyond its
reasonable control (each a “Force Majeure”), including, but not limited to, acts of God, war, riot, criminal acts,
embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire,
floods, earthquakes, accidents, strikes, or fuel crises, terrorist actions, or widespread internet or electrical outages,
provided that such Party gives prompt written notice thereof to the other Party.
11.6. Waiver. No waiver will be implied from conduct or failure to enforce rights, and no waiver will be effective
unless in writing signed on behalf of the party against whom the waiver is asserted. The exercise of any right or
remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy
provided by law or equity, except as expressly limited by this Agreement.
11.7. Compliance with Laws. User is solely responsible for determining whether its use of the Software complies
with applicable laws and regulations, including but not limited to those governing the collection, storage and use of
personal information. User is solely responsible for establishing and maintaining policies, procedures, and third-party