Electronic Commerce User-Access Agreement
By accessing the Website and/or Databases of Tyco Electronics Corporation, and its affiliates, which are part of the TE Connectivity Ltd. family of companies ("TE"), your organization and you individually (hereinafter "You" or "User") agree to these terms and conditions in this Electronic Commerce User-Access Agreement ("Agreement"), as modified or amended from time to time. If You do not agree to these terms and conditions, You may elect not to access the Databases or Website. This Agreement is effective from the day You initially access the Databases or Website until such time as You cease to be an authorized supplier, customer, or partner of TE. You warrant that You have read and fully understood the terms of this Electronic Commerce User-Access Agreement and agree to abide by its terms.
For purposes of this Agreement, the following definitions shall apply:
The Website means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, Databases, graphic files, and other technology inherent in TE's World Wide Website, located at www.te.com.
The Database(s) means all information accessible from TE through the Website, which may include, but is not limited to, data structures, technical and other specifications, pricing, and other Secure Resources as defined herein, advice, and other data and information. All data and other information available on the Database(s), including Secure Resources, is proprietary and confidential and the sole property of TE or third parties licensing such information to TE.
Access to Secure Resources
For purposes of this Agreement, "Confidential Information" shall mean all information which is disclosed or made available to You by TE, or which is observed by You, in connection with your access to the Website or Databases, except that information may not be deemed Confidential Information only to the extent that: (a) You can demonstrate by competent written proof that all or any part of the Confidential Information was in your rightful possession at the time of its receipt by You from TE; or (b) all or any part of the Confidential Information can be demonstrated by competent written proof to be in the public domain through no act or omission of You; or (c) You received all or any part of the Confidential Information from a third party or entity who is not under any confidentiality restrictions for disclosing such information. All drawings, standards, specifications and other Content located in the Website and Databases secure areas, including Secure Resources, shall be conclusively presumed to be Confidential Information.
You: (a) shall treat all Confidential Information as strictly confidential; (b) shall not, without the prior written consent of TE, copy or reproduce any portion of the Confidential Information, nor disclose any portion of the Confidential Information to any person or third party; (c) shall protect the Confidential Information with at least the same degree of care and confidentiality as You afford your own confidential information, at all times exercising at least a reasonable degree of care in such protection; and (d) shall not use any Confidential Information in any manner or for any purpose other than for the production or purchase of goods or performance or purchase of the services for TE, or as otherwise agreed by TE in writing.
Notwithstanding the disclosure of any Confidential Information by TE to You, TE shall retain title thereto and all intellectual property rights therein, and You shall not have any rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. Unless expressly permitted, You shall not: (1) alter, decompile, disassemble, or reverse engineer Confidential Information; (2) rent, license, sublicense, lease, or lend Confidential Information; or (3) make any attempt to unlock or bypass any initialization system or encryption techniques utilized in TE. You shall not alter, obscure, or obliterate any trademark, trademark notice, copyright notice, confidentiality notice, or any notice of any other proprietary right of TE or any third party on the Confidential Information or any copy of the Confidential Information, and shall faithfully reproduce any such mark or notice whenever it is authorized to make a copy of same. Nothing herein should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, service mark, or logo without the prior written permission of the owner. Any trademark, service mark, or logo of TE may not be used in any way, without prior written permission of TE.
Termination and Modification
TE may elect to update, modify, change, or terminate all or any part of the Databases at any time at its own discretion. Additionally, TE may modify this Electronic Commerce User-Access Agreement from time to time. Any amendments or modifications may be provided to You through on-line notice. You agree that use of, or access to the Databases or Website after You have, or should have received, notice of modifications or amendments to this Agreement will constitute acceptance of all such modifications or amendments. You agree on termination of this Agreement to immediately cease accessing the Databases and any other secure area of the Website. The Databases, and the Website's other secure areas, are confidential information of TE or companies licensing TE and contains copyrighted, proprietary, and/or confidential information.
Access to the Website and/or the Databases is not sold, but licensed to You for your internal use in your ordinary course of business, for your review, selection, order preparation, and support of products sold by You to TE or purchased by You from TE. This license is for the period beginning with your acceptance of this Agreement until termination by You for failure to maintain authorized access status; is non-transferable and non-exclusive; and is for use only by You and only in accordance with this Agreement and any documentation provided to You or available online from time to time. You may not, except as otherwise provided in the documentation or online: (a) copy any of the Website or Databases; (b) distribute, rent, sublicense, or otherwise transfer, disclose, or transmit the Website or Databases electronically to any person or entity; (c) modify, translate, merge, or prepare derivative works of the Website or Databases; or (d) use any of the Website or Databases for other purposes not specified in this Agreement or the documentation. You may not decompile, disassemble, probe, or otherwise reverse engineer the Databases or the Website.
Disclaimer of Warranty/Limitation of Remedies
TE is licensing the Databases, including but not limited to Secure Resources, "As Is" and "As Available." You acknowledge that the Databases are licensed for use by You as a convenience for You in communicating with TE. You assume total responsibility and risk for your use of the Databases and your use of the Internet.
TE hereby disclaims all warranties, representations, and conditions, statutory or otherwise, express or implied, including, but not limited to, the implied warranty of merchantability and fitness for a particular purpose with reqard to any merchandise, information, or service provided through the software, Website, Secure Resources, or informational Databases. In no event shall TE be liable for any special, incidental, indirect, or consequential damages of any kind, or any damages whatsoever resulting from loss of use, data, or profits, whether or not advised of the possibility or damage, and on any theory of liability, arising out of or in connection with the use or performance of this information.
You agree that the Website and Databases give You significant benefit for no economic consideration. Your sole and exclusive remedy for any breach of this Electronic Commerce User-Access Agreement by TE shall be to terminate this Agreement.
You agree that You shall not use the Databases or Website to do any of the following: (i) restrict or inhibit any other user from using and enjoying the Internet, Website, or Databases; (ii) post or transmit any unlawful, illegal, obscene, or pornographic information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law, including, without limitation, the U.S. export control laws and regulations; (iii) knowingly post or transmit any information, software, or malware which contains a virus, worm, Trojan horse, or other harmful component; (iv) upload, post, publish, transmit, reproduce, distribute, or participate in the transfer or sale, or in any way exploit any information, software, or other material obtained through the Website or Databases which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.
You agree to defend, indemnify, and hold TE and its affiliates, and its and their directors, employees, and agents harmless from any and all liabilities, costs, and expenses, including reasonable attorneys' fees related to or arising from: (a) the use of the Databases or Website, or the placement or transmission of any message, information, software, or other material on the Website by You; (b) negligent acts or omissions by You in connection with the installations, use, or maintenance of the Databases or Website, including Secure Resources; (c) claims for infringement of patents arising from the use of the Databases or Website, including Secure Resources, by You; and (d) claims of copyright infringement resulting from the use of the Databases or Website, including Secure Resources, by You.
The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. User agrees to abide by these laws and their regulations - including but not limited to the Export Administration Act and the Arms Export Control Act - and to not transfer, by electronic transmission or otherwise, any Content derived from TE to either a foreign national or a foreign destination in violation of such laws. You agree to defend and indemnify Tyco Electronics for any and all penalties, fines, or sanctions that may be imposed by any government agency that are attributable to your violation of applicable laws or statutes.
TE may elect to electronically monitor your use and access and may disclose its findings or records of such use (i) to satisfy any law, regulation, or government request, or (ii) to protect the rights or property of TE, its Users, Sponsors, Providers, Licensors, or Merchants.
Termination of Usage
TE may terminate Your access, or suspend any User's access, to all or part of Website or Databases without notice, for any reason, including, but not limited to, for its convenience or for any conduct that TE, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another User, Licensor to TE, or TE. Upon termination for whatever reason, your right to use or possess any information obtained from the Website or Database will immediately terminate and You will promptly destroy all copies, electronic or otherwise, that You have in your possession by operation of this Agreement.
The terms of this Electronic Commerce User-Access Agreement are applicable only to your electronic access and associated use of TE's Website and/or Database(s). All purchases, sales, or other transactions between You and TE, including those which You may enter into via electronic methods, are governed by and subject to their respective terms and conditions and not by the provisions of this Agreement.
Any legal notice or report required or permitted to be given, or made under this Agreement by one party to the other, shall be in writing and delivered to the other party at its corporate home address or to such other address as the addressee shall have last furnished in writing to the addressor. Any such notice or report shall be effective upon receipt by the addressee. All other communication required by the Website as part of the administration of passwords, access, or other matters related to accessibility should be made as provided and directed through the Website.
Users may not use TE to send unsolicited advertising, promotional material, or other forms of solicitation to other Users, except in those specified areas that are designated for such a purpose. It is a crime to use a false name or a known invalid credit card to order. Anyone caught willfully entering an erroneous or fictitious order will be prosecuted. Each electronic entry carries the computer coding of the internet provider through which the individual User can be traced.
Survival of Obligation
The obligations concerning protection of confidential information and use of information shall survive termination of this Agreement.
In the event of your violation of this Agreement, TE shall be entitled, in addition to any other rights or remedies which it may have at law or in equity, to seek specific performance or injunctive relief.