1. Description of SHIMANO Service Portal
a. The Portal acts as an access point for User to connect with Shimano to do business, more specifically to file warranty claims related to Shimano Products. The Portal is used to communicate regarding Shimano Products, regular case and warranty handling. The Portal offers services and features to both Dealers and Distributors, these services, features, including any updates, enhancements, and new features are subject to these TOU.
2. The company behind the Portal
a. The Portal is designed on behalf of Shimano Inc. for Shimano and for the Shimano Network. All ownership rights, including copyrights, patents, trademarks and any other rights and interests in the Portal, its software or any of its copies, and any content available within the Portal such as product information (the "Content") remain solely with Shimano Inc., 3-77 Oimatsu-cho, Sakai-ku, Sakai City, Osaka 590-8577, Japan. Shimano Inc has granted the non-exclusive rights to deploy the Portal to Shimano North America Holding, Inc dba Shimano North America Bicycle, Inc. and Shimano Canada Ltd. and its contracted Distributors.
The Portal is technically divided into different environments.
Accounts connected to the Shimano Network outside the USA and Canadian market will enter into a User Agreement with Shimano Inc.
Accounts connected to the Shimano Network in the USA and Canadian market will enter into a User Agreement with Shimano North America Holding, Inc. dba Shimano North America Bicycle, Inc. and Shimano Canada Ltd.
Accounts connected to the Distributor Network reside under the liability of that specific Distributor.
Users in that environment will enter into a User Agreement with that Distributor.
3. Application and Registration
a. A Dealer wanting to use the Portal needs to register a minimum of one User. A Dealer wishing to use the Portal may file an account request for the Portal by providing all required information on the online registration page and accepting these Terms of Use. The request will be examined by Shimano or the local Distributor and can be rejected or accepted. Acceptance will be granted if the Dealer is an approved Shimano Dealer according to the CRM system of Shimano or the Distributor. All natural person Users must be at least 18 years old or the age of majority in such User’s jurisdiction, whichever is greater, to use the Portal.
b. Dealer can register one or more dedicated employee(s) as the person in charge of the warranty operations in the Portal (hereinafter referred to as "Staff'') under the condition that all Staff comply with the following requirements:
a.Users must be registered in person and work as an employee or on behalf of the Dealer respectively Distributor.
b. Dealer will properly inform the Staff about the processing of the Staff's personal data during the use of the Portal as explained in the Data Privacy Notice.
c. When the Staff retires from the Dealer's company or is no longer in charge of your warranty operations, the Dealer must delete the registration immediately.
d. Dealer shall also ensure the Staff complies with obligations set out in this Terms, including those relating to confidentiality.
e. Dealer remains fully responsible for any obligations under these Terms and any acts or commissions by the Staff.
f. Dealer agrees to indemnify and hold harmless Shimano against all claims, losses and liabilities arising from or attributable to the actions or omissions by any Staff in contradiction to these Terms.
g. Distributors will only receive access to the Portal after completing the Shimano training on how to use it on their behalf.
c. Every Portal account request will be examined. Shimano or Distributor may refuse to accept, or delay acceptance of, a registration by you and/or your Staff in any of the following circumstances:
a. If all or part of the information provided by you and/or Staff is false, incorrect, or omitted;
b. If you and/or Staff have been subject to or are currently subject to service suspension measures with respect to any other services provided by us;
c. If you have failed to perform any obligation under a contract in the past, regardless of whether you used the Portal; or
d. If we otherwise determine that it is not appropriate to accept the registration.
e. Upon acceptance a notice of completion of the registration is sent to the email address specified.
f. You and/or Staff must notify the Distributor or Shimano Sales Office for your region (see the complete list of our Distributors and Shimano companies click here https://bike.shimano.com//information/distributors-list.html) immediately in the event of a change to your contact information, corporate information, contact person, email address, or phone number.
4. Scope of Your Right to Use the Portal and the Content
a. As condition to access and use the Portal and the Content, you will access and use the Portal and Content solely for your internal business purposes, strictly in accordance with the provisions of these Terms of Use. Both parties will consider the provisions in the Data Privacy Notice, due to continuous monitoring of safety measures these provisions are subject to change. If you are accessing and using the Portal and the Content on behalf of your organization or company that can either be a Dealer or a Distributor., "I," "you" and "your" as used in these Terms refer to the User on behalf of a Dealer or Distributor or a Shimano User.
b. When you agree to these Terms of Use, you also affirm legal authority to bind the company.
c. You may not distribute, copy, or disclose the Portal or its Content in any way. You may not transfer, rent, lease, lend, redistribute, or sublicense or otherwise allow any other third party to use the Portal or the Content. You may not decompile reverse engineer, disassemble, adapt, decompose, or otherwise attempt to derive the source code of, modify, or create derivative works of the Portal or the Content in whole or in part, or allow any third party to do any of the foregoing, except if allowed by mandatory provisions of applicable law
d. Shimano is committed to making the Portal accessible to users with disabilities and aims to comply with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you encounter accessibility barriers, please contact us setforth in these Terms.
You may not remove or hide any references or notices to Shimano's patents, trademarks or copyrights from the Portal or the Content. The Shimano name, and all trademarks and logos displayed on the Portal, or the Content are owned or used under license by Shimano Inc. The unauthorized use of any trademark displayed on the Portal, or the Content is prohibited.
5. Users' responsibilities and assumption of risk
a. Dealer User bears the risk for inappropriate use of the Portal and the content and the activated User Account on Dealer site. The Portal has a User Manual in which correct use is described.
b. Distributor User bears the risk for inappropriate, ineffective, or wrong use of the Portal on behalf of the Distributor. Distributor User must follow the instructions in the Training Material for Distributor use of the Portal.
The functionalities and features of the Portal may allow you to submit content, such as photographs, videos or comments, reports, or log data of "Shimano STEPS" and "E-tube professional" including associated metadata. If User and/or Staff choose to submit content, User warrants that you have the necessary license, right or permission to use the content.
The user is solely responsible for your submitted content and any consequences of posting or publishing them. By submitting the content to the Portal, you grant Shimano a non-revocable, perpetual, non-exclusive, royalty-free, transferable, worldwide license to use, copy, transmit, distribute, modify, create derivative works, adapt, delete, sublicense, combine with other ideas or works, publish, translate, publicly perform and publicly display said content, in whole or in part, in any format or medium, for any commercial purpose including the provision of the features and functionalities of the Portal. . This license does not apply to personal information, which will be handled in accordance with our Data Notice. You agree that you and/or Staff will not submit any content which includes or relates to the following:
- Content that violates data protection laws;
- Content that is hateful, abusive, offensive, or harassing, any threats or insults based on sexual orientation, race, gender, ethnicity, disability, or religion;
- Content containing violence or pornography, sexual harassment, or requests;
- Virus, spywares, malwares, worms, or any other files intended or capable of damaging communications equipment hardware or software; or
- Any other illegal content.
6. You are responsible for keeping your Portal account information including Staff account, in particular any personal ID and password secret, and for any activity that occurs under your account, including unauthorized activity. You may not provide your account information including Staff account to any third party. You agree to notify us immediately of any unauthorized use of your account information or other breach of security.
7. You are responsible for compliance with all local laws applicable to your use of the Portal and the Content. In any case, you and/or Staff shall not engage in any of the following prohibited Actions:
- An act that damages the reputation or credit of us or a third party;
- An act that infringes on the privacy of us or a third party;
- An act that infringes the intellectual property rights, portrait rights, and other legal rights of us or a third party;
- An act that violates any laws or regulations or that are associated with criminal activity;
- An act that causes financial damage to us or a third party;
- Threatening an act against us or a third party;
- An act of using or triggering malicious programs such as computer viruses;
- An act of using or implementing bots, robots, spiders, web crawlers, or other malware or spyware, or conducting spamming or other malicious your activity;
- An act that triggers malfunction of Portal;
- An act that places an excessive burden on or illegally accesses the server connected to Portal;
- An act that interferes with the normal operation of Portal;
- An act of making false declarations to us;
- An act that misleads, threatens, abuses, defrauds, or otherwise aids or abets criminal activity;
- An act against public order and good morals;
- Any other acts that we deem inappropriate, in our sole and absolute discretion
- You may not assign any obligations or rights under these Terms.
- You shall indemnify Shimano, its affiliates or its subsidiaries or their directors, officers or employees, suppliers, agents and service providers against any failure by you to observe the provisions of the Terms and for all losses, damages and all reasonable expenses and costs, including legal fees, incurred by Shimano or them in third party claims arising out of the breach of your obligations under the provisions of these Terms.
- You agree that Shimano may receive, collect, store, and use information in the course of registration and during the use of the Portal. Shimano will handle such information in compliance with applicable privacy and data protection laws and Shimano's Data Protection Notice (as the same may be amended sometimes).
8. Representations and Warranties
a. To the extent permitted by applicable laws and regulations, the Portal and the Content is provided to you on an "AS-IS" basis, and SHIMANO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PORTAL AND THE CONTENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND OF NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS.
No warranty is given that the Portal or the Content is free of defects, errors, or failures, that the Portal or the Content is fully secure, or that its use will be uninterrupted or that it will be without bugs, viruses, other harmful content, or that it works in connection with any other software.
b. Use of the Portal and the Content requires access to a compatible device, internet access and may require updates or upgrades. Not all features or services will be available in all markets and coverage may be limited. Availability of features is subject to change. The Portal may be unavailable or interrupted from time to time for a variety of reasons, such as data plan coverage or during maintenance breaks and other times.
9. Limited Liability
In no event shall Shimano, its affiliates or its subsidiaries or their directors, officers or employees be directly or indirectly liable in any manner to User, Dealer or Distributor or to any other party for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data inaccuracy, mistake or defect in the contents of the Portal or the Content.
This clause does not intend to limit the statutory right of redress or compensation for damages suffered as a consequence of invoking the statutory or commercial warranty for lack of conformity of a Shimano Product. Shimano shall be not be liable for any failure or delay in performance through the Portal due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government action, strikes, or Internet service provider failures.
10. Confidentiality
Any information you receive from Shimano through the use of the Portal or the Content shall be confidential ("Confidential Information"). User shall not divulge or disclose to a third party Confidential Information, or use such information for any purpose other than the performance of the Terms.
Provided, however, this does not apply in the following cases:
a. Information which is public knowledge at the time of disclosure;
b. Information already in lawful possession at the time of disclosure;
c. Information which becomes public knowledge through no fault of you or is lawfully obtained from a third party without any obligation of confidentiality;
d. Information originally developed without reference to Confidential Information; or
e. Information for which the prior written consent of Shimano is obtained.
11. Termination of an Account
a. These Terms are effective from the moment of their acceptance until the User Account is terminated. An account can be terminated via the following options:
- upon User’s request via the Portals Dashboard function or via an admin user of the Dealer;
- as a result of the pre-set automation in which an account will be deleted after 6 months of inactivity;
- upon request of the Distributor respectively Shimano entity whenever either Distributor or Shimano stops doing business with the Dealer.
In any of the following cases Shimano and/or Distributor may terminate the Terms with User and Dealer without any formal notice and with immediate effect. Even if you suffer damage due to termination by us, we will not be liable.
a. If you have your business license revoked or suspended by the relevant government agency;
b. If you suspend payment or become insolvent, or if a bill or check is dishonored;
c. If you are subject to a petition for provisional attachment, temporary injunction, compulsory execution, auction, etc., or a disposition of arrears of taxes and public dues;or
d. If you are subject to a petition for commencement of bankruptcy, civil rehabilitation, or corporate reorganization proceedings.
Upon termination pending warranty cases will be executed according to regular judgements and reimbursement or replacement schedules.
12. Third party websites and services
The Portal may allow you to connect with third party websites and/or use third party services. Please note that the use of those websites and services is governed by the terms of use of the respective website operators or service provider and is therefore out of the scope of these Terms and our responsibility. By clicking on links, you expressly relieve Shimano from any and all liability arising from use of any third party services, or from the content of any third party service.
13. Contact Us
In order to resolve any complaints or issues regarding the Portal or Content, or to receive further information regarding use of Portal, you may contact Shimano group companies or the applicable Distributor via the regular contact details that can be found on the Shimano website click here.
(https://bike.shimano.com//information/distributors-list.html). If a complaint cannot be so resolved, all disputes arising out of these Terms shall be resolved through binding arbitration administered by the American Arbitration Association or the Canadian Arbitration Association under its applicable Commercial Arbitration Rules.
14. Controlling Language
The English language shall be the controlling language of these Terms as well as the Portal. Any translation of these Terms is provided as a service or in order to comply with local requirements, and in the event of conflict or inconsistency between the English version and such translation, the English version shall prevail.
15. Definitions
Portal: the general term for the online application used to facilitate both Dealers and Distributors of the Shimano network, consisting of a hosted technical solution to:
view Shimano Product information,
Monitor status overview of filed warranty claims, including reimbursements and replacement goods, allow Users to log in to their personal account, where they can monitor and modify their changes, send news messages and facilitate commercial offerings,
Dealer: the company that purchases Shimano Products directly from either a Shimano subsidiary or via a Shimano Distributor, with the purpose of reselling Shimano Products to end-consumers.
Dealer User: the natural person who represents a Dealer and uses the Portal on behalf of the Dealer that the person is connected to.
Distributor: the company that has entered into a Distributor contract with Shimano North America Holding, Inc. dba Shimano North America Bicycle, Inc. or Shimano Canada Ltd. to resell Shimano Products via their own Dealer network.
Distributor user: the natural person who represents a Distributor and uses the Portal on behalf of the Distributor that the person is connected to.
Shimano User: the natural person who represents a Shimano and uses the Portal on behalf of the Shimano entity that the person is connected to.
User: this implies any Dealer User, Distributor User or Shimano User.
User Account: the personal online profile of the User, which is made available by the dealer to enable use of the Portal. A dealer will need at least one active User account to access the Portal.
User Agreement: the legal agreement between the User and Shimano for the usage of the Portal, which is concluded online at the time of creation and activation of a User Account. The activation of a User Account is deemed to constitute the creation of the User Agreement.
You or Yours: Refers to Dealer or User, as applicable.
Shimano Inc: Shimano Inc., 3-77 Oimatsu-cho, Sakai-ku, Sakai City, Osaka 590-8577, Japan
Shimano North America Holding, Inc. dba Shimano North America Bicycle, Inc.: One Holland, Irvine, California 92618
Shimano Canada Ltd., 427 Pido Road, Peterborough, Ontario K9J 6X7 Canada
Shimano: Shimano Inc., Shimano North America Holding, Inc. dba Shimano North America Bicycle, Inc. and Shimano Canada Ltd.; as well as their subsidiaries.
Shimano Network: all Dealers and Distributors connected to Shimano as regular customers
Distributor Dealer Network: the Dealers' network serviced by a Distributor based on the agreements in the Distributor Contract between Shimano and Distributor
Shimano Product: products manufactured by and branded with the trademark Shimano.