PEPSEND Terms of Use V.2

PEPSEND LEGAL TERMS OF USE AND CONDITIONS

PepsiCo, Inc. (“PepsiCo”) is providing this Secured File Transfer service which enables you to send and/or receive large files and attachments (the “Service”). By creating your user ID and password and utilizing the Service, you agree to be bound by the following terms and conditions:

The disclosure and exchange of all confidential information via this Service is subject to the terms and conditions of existing confidentiality obligations. If you are a PepsiCo employee or contractor, you should not use the Service to send any PepsiCo confidential information unless you know the receiving party has an existing obligation of confidentiality to PepsiCo. The Service is only to be used for PepsiCo business purposes and is not for personal use.

You must keep your user ID and password for the Service secret. You shall not share your user ID and password with any other person.

If you receive any file/attachment via the Service in error (i.e. you are not the intended recipient or the agent responsible for delivering the file/attachment to the intended recipient), you agree to notify the sender immediately [via email or the Service] and to delete such file/attachment. You are strictly prohibited from using, disseminating, distributing or copying such file/attachment.

All PepsiCo employees and contractors must comply with the terms of all applicable PepsiCo policies, including, but not limited to, the PepsiCo Worldwide Code of Conduct, Disclosure Policy, Information Security Policies (including the Internet Acceptable Use Standard, Email Acceptable Use Standard and Asset Identification and Classification Policy), PepsiCo Records Management Policy and overall PepsiCo values.

You are prohibited from using the Service to transmit any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any material deemed inappropriate by PepsiCo or prohibited by these Terms of Use and Conditions.

You acknowledge that you are responsible for any material, file or attachment you submit using the Service. Your use of the Service is at your own risk. Neither PepsiCo nor its third party licensors shall be liable for any direct, incidental, consequential, indirect or punitive damages arising out of your use of the Service. Without limiting the foregoing, the Service is provided to you “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties so some of the above exclusions may not apply to you.

PEPSICO NOR ITS THIRD PARTY LICENSORS SHALL, IN NO EVENT, BE LIABLE TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHERWISE, UNDER ANY THEORY OF LAW CAUSED, OR ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY ERRORS IN THE MATERIALS, INFORMATION, OR FEATURES AVAILABLE VIA THE SERVICE, OR FOR THE USE OF ANY MATERIALS, INFORMATION, OR FEATURES AVAILABLE VIA THE SERVICE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, USE, BUSINESS, DATA, OR DAMAGE TO ANY PERSON'S OR ENTITY'S COMPUTER SYSTEMS OR OTHER PROPERTY, EVEN IF USER HAS ADVISED PEPSICO OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOUR PARTICIPATION IS SOLELY AT YOUR OWN RISK. PEPSICO DOES NOT ASSUME ANY ROLE OR RESPONSIBILITY IN THE TRANSACTIONS OF ANY GOODS OR VIA THE SERVICE.

This Service is for the use of authorized users only. Individuals the Service are subject to having all of their activities monitored and recorded by systems personnel. ANYONE USING THE SERVICE EXPRESSLY CONSENTS TO SUCH MONTORING AND IS ADVISED THAT IF SUCH MONITORING REVEALS POSSIBLE CRIMINAL ACTIVITY, PEPSICO MAY PROVIDE EVIDENCE FROM SUCH MONITORING TO LAW ENFORCEMENT OFFICALS.

You agree to defend, indemnify and hold PepsiCo harmless from and against any and all claims, damages, costs and expenses, including attorney's fees, arising from and related to your use of the Service.

Your use of the Service is subject to the current Legal Terms of Use and Conditions and is revocable by PepsiCo. All intellectual property rights in and to the Service are owned by PepsiCo and/or its third party licensors.

PepsiCo may revise these Legal Terms of Use and Conditions at its complete discretion at any time by updating this posting and without notice to you. If you continue to use the Service, you are bound by any revisions.

PepsiCo, Inc. maintains and operates the Service from its offices in the state of New York, United States. These Legal Terms of Use and Conditions shall be governed and interpreted under the laws of the state of New York, United States of America. If any portion of these Legal Terms of Use and Conditions is deemed unlawful, void or unenforceable, then that part shall be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Legal Terms of Use and Conditions set forth the entire understanding and agreement between you and PepsiCo with respect to the Service. You acknowledge that any other agreements between you and PepsiCo with respect to the Service are superseded and of no force or effect.