TERMS OF USE AGREEMENT
DFA Idea Submission Website

TERMS OF USE

Please read this agreement ("Agreement") carefully before using the Make it Better Forum (part of Ignite, DFA’s Innovation Program) at www.dfamilk.com/innovation (the "Site").  By accessing or using the Site, you agree to be bound by this Agreement and all of its terms.  This Agreement is between Dairy Farmers of America, Inc. ("DFA") and you the user.  It is intended to cover ideas and submissions from DFA employees, employees of DFA’s subsidiaries, and members. You represent and warrant to DFA that you have the authority to enter into and comply with all of these terms, including the assignment provisions below. This Agreement includes an assignment of your ideas and submissions to DFA.  Please review it carefully before proceeding.  Your access to and use of this Site constitutes consideration for this Agreement.

You should periodically review the most up-to-date version of this Agreement at http://weare.dfamilk.com/irj/go/km/docs/DFA/Legal/Documents/Policies/2016-05-06%20Records%20Management%20Policy%20With%20Exhibits%20FINAL.pdf.  We may, in DFA’s sole discretion, modify or revise the terms of this Agreement and policies at any time, and you agree to be bound by such modifications or revisions.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

We are not engaged in rendering legal services or other such advice. Your use of the Site is subject to the additional disclaimers and notices that may appear throughout the Site.

We grant you access to this Site solely to provide you a forum to submit your ideas to DFA.  You may not license, copy, distribute, create derivative works from, frame in another web page, use on any other website, or sell any information obtained from this Site.  When we request, you agree to provide true, accurate and complete user information.  You will not access or attempt to access password protected, secure, or non-public areas of the Site without DFA’s prior written permission.   

You acknowledge that we reserve the right at any time to modify or discontinue the Site or any part of the Site with or without notice and that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.

PROPRIETARY RIGHTS

All materials on this Site (as well as the organization and layout of the Site) are owned and copyrighted, licensed by, or used with permission that is granted to DFA.  No reproduction, distribution, or transmission of the materials at this Site is permitted without the prior written permission of DFA.

YOUR ACCOUNT

If you use this Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.  Users may not share their username or password with any third party.  If your status as a user of this Site is terminated, you will (i) stop using the Site and any information obtained from the Site, and (ii) destroy all copies of your account information, password, and any information obtained from this Site.

CONFIDENTIAL INFORMATION

You agree that you will not disclose Confidential Information to any person or entity outside of DFA.  You will not use or permit the use ofany Confidential Information except as necessary in connection with your use of the Site.  You will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information, but in no event will you use less than due diligence and care.  "Confidential Information" means all information or material which should be known or understood to be confidential or proprietary by an individual exercising reasonable judgment.  Confidential Information includes, without limitation, any Works, Inventions, or submissions described below and any ideas or other information you submit on the Site.  You understand and acknowledge that DFA may desire to protect such Works or Inventions as trade secrets and that the disclosure of such Works or Inventions could cause irreparable harm to DFA.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of this Site, you warrant to DFA that you will not use this Site for any purpose that is against the law or prohibited by these terms.  If you violate any of these terms, your permission to use this Site automatically ends.


You may not without DFA’s prior written permission use any computer code, data mining software, "robot," "bot," "spider," "scraper," or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data, or content found on this Site or accessed through this Site.  You may not republish DFA content or other content from this Site on another website or use in-line or other linking to display such content without DFA’s permission.  You may not introduce viruses, spyware or other malicious code to this Site. 


You may not transmit information that you know infringes any intellectual property right of any third party; falsely represent who you are; introduce any virus or malware into the Site; upload harassing or illegal content; or disrupt the Site or its servers and networks.

 

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DFA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE OR ANY OTHER MATTER RELATING TO THE SITE.   DFA DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED.


This Site may contain hyperlinks to websites operated by parties other than DFA or its affiliates.  Such hyperlinks are provided for your reference only.  We do not control such websites and are not responsible for their content.  You may not hyperlink to the Site from any third party website or any email that is not an internal DFA email.

OWNERSHIP OF SUBMISSIONS - EMPLOYEES

If you are an employee or independent contractor of DFA, you acknowledge and agree that all copyrightable original works (the "Works") prepared (alone or jointly with others) within the scope of your employment (or if you are an independent contractor or employee of an independent contractor, within the scope of your engagement with DFA) shall be deemed “works made for hire” as defined by under the United States Copyright Act, and DFA owns all of the rights, including copyright and trademarks, comprised in said Works.  For Works submitted that do not qualify as “works made for hire,” you hereby assign to DFA, all copyrights in any such Works in perpetuity and any and all right, title and interest of every kind in such Works including, without limitation, all copyrights in any Works created by you (alone or jointly with others) and submitted through this Site, regardless of whether such Works relate to your employment with DFA or the business of DFA.  DFA shall further have the sole, exclusive, and irrevocable right and discretion to change, alter, add to, subtract from, or rearrange all or any part of the Works. You agree to cooperate with DFA in connection with obtaining legal protection or other rights relating to the above, including the execution of all applications for registration of a claim of copyright or other matters necessary to secure such protection. You agree to execute any assignments or other documents needed in the future to vest full ownership of the Works to DFA and to secure any U.S. or foreign copyright registrations for the same.  You waive any right of attribution or moral rights relating to the Works.

You also assign to DFA, in perpetuity, any and all right, title, and interest of every kind including, without limitation, patent rights in any Inventions.  For purposes of this Agreement, "Inventions" means any new or useful method, process, machine, manufacture, composition of matter, product, device, computer program, apparatus, discovery, contribution, finding, improvement, or know-how, whether or not patentable, relating to the business of DFA or DFA’s anticipated research and development or resulting from work performed by you for DFA or which you invented or developed using DFA’s equipment, supplies, facilities, or trade secret information or while working on DFA time.  You also acknowledge and assign your rights in any Invention submitted through this Site even if none of DFA’s equipment, supplies, facility, or trade secret information was used and which was developed entirely on your own time, as you acknowledge that the Invention you submitted a) directly relates to the business of DFA or DFA’s actual and demonstrably anticipated research or development; or b) results from work you performed for DFA.  DFA shall further have the sole, exclusive, and irrevocable right and discretion to improve, change, alter, add to, subtract from, or rearrange all or any part of the Assigned Inventions.  You agree to cooperate with DFA in connection with obtaining legal protection or other rights relating to the above, including all documents related to the preparation and filing of execution of all patent applications, providing needed information and insight respecting the Invention and any known prior art, signing the necessary declaration of inventorship, and any other matters necessary to secure such protection.   You agree to execute any assignments or other documents needed in the future to vest full ownership of the Inventions in DFA and to secure any U.S. or foreign patents, registrations, or protections for the same.

You represent and warrant that (a) to the best of your knowledge, the Works and Inventions will not infringe any copyright, patent, trademark, or other intellectual property right of any third party; (b) the Works and Inventions will not misappropriate any trade secret of any third party; (c) the Works are original works of authorship; and (d) you have all rights necessary to grant the foregoing assignments. 

OWNERSHIP OF SUBMISSIONS - MEMBERS

If you are a DFA Member, you agree that: (1) your submissions and their contents are automatically assigned to and become the sole and exclusive property of DFA, without any compensation to you; (2) DFA has the right to use, publicize, or redistribute the submissions and their contents for any purpose and in any way without giving credit to you; and (3) there is no obligation for DFA to keep any submissions confidential.  You agree to execute any assignments or other documents needed in the future to vest full ownership of your submissions in DFA and to secure any U.S. or foreign copyright or patent registrations or protections for the same.

 

ACCEPTANCE OF TERMS

This Agreement is an electronic contract that governs your use of the Site. When you click on the "I Accept" button at the end of this Agreement or enter your electronic signature, you also consent to have this Agreement provided to you in electronic form. You have the right to receive this Agreement in non-electronic form. You may request a non-electronic copy of this Agreement either before or after you electronically sign the Agreement. To receive a non-electronic copy of this Agreement, please send an e-mail to innovation@dfamilk.com or a letter to Dairy Farmers of America, Inc. Attn: Legal, 1405 N 98th St, Kansas City, KS 66111.

You have the right at any time to withdraw your consent to have this Agreement provided to you in electronic form. Should you choose to withdraw your consent to have this Agreement provided to you in electronic form, we will discontinue your use of the Site. We will only issue you renewed access to the Site after we receive a signed copy of a non-electronic version of this Agreement, which we will send to you upon request.

To withdraw your consent and/or request a non-electronic copy of this Agreement, please send an email to innovation@dfamilk.com or a letter to Dairy Farmers of America, Inc. Attn: Legal, 1405 N 98th St, Kansas City, KS 66111.

Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, you prior to the effective date of your withdrawal.

Please print or electronically save this document for your records.

MISCELLANEOUS

This Agreement and the resolution of any dispute related to this Agreement or this Site shall be governed by and construed in accordance with the laws of Kansas, without giving effect to any principles of conflicts of law.  Failure by DFA to insist upon strict enforcement of any provision of this Agreement shall not be construed as a waiver of any provision or right.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.  Any legal action or proceeding between DFA and you related to this Agreement shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the State of Kansas, County of Wyandotte.  If any of these terms shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term.

DFA, its logo, and other logos, product, and service names are trademarks and service marks owned by or licensed to DFA or its affiliates (the "Marks").  Without the prior written permission of DFA, or its appropriate affiliates, you agree not to display or use the Marks in any manner.

All other trademarks are the property of their respective owners.

 

© Copyright 2017 Dairy Farmers of America, Inc.  All rights reserved.