TERMS OF SERVICE
The Following are the Electronic Marketing Solutions Corporation’s standard user terms and conditions for Usage of the Products and by accessing the Products User accepts and agrees to be bound by the terms of the Agreement.
1.1 "Affiliates" means any entity that owns, is owned by or is under common ownership of either a holding company or any of the subsidiaries of either party; where "ownership" or any other form of the word "ownership" means the ownership of more than 50% ownership of the assets or stock of an entity, with control of the day-to-day operations.
"Product(s)" Means information, data, databases, standards, or documents and web tools, search engines, software for accessing Products (including but not limited to Part Numbers, datasheets, EOL information, Images, Displays, Environmental, Rohs, Reach, Proprietary documentation & user guides, and other proprietary tools therein. ELECTRONIC MARKETING SOLUTIONS reserves the right to replace or make any changes to the Product(s) without prior written notice to the user.
2. User Terms and Conditions for Usage of the Website and /or INTELLECTUAL PROPERTY RIGHTS
Subject to the terms of the Agreement, ELECTRONIC MARKETING SOLUTIONS hereby grants the user a personal, nonexclusive, non-transferable, revocable access to the Product(s), for its internal business use only and not for display on members websites or affiliate companies. Client may not copy, distribute, republish, display publicly (regardless if behind a login), transfer any rights, sell, license, lease, give, remove any proprietary legends or markings, datasheets or other related data in ordinance of ELECTRONIC MARKETING SOLUTIONS’s sites, permanently retain, decompile, reverse engineer, disseminate, assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, or otherwise reproduce, disclose or grant a security interest in or make available to others, except as specifically authorized in writing by ELECTRONIC MARKETING SOLUTIONS. User may create reports using the Product for its internal use only. User undertakes that such work shall (i)be insubstantial and de minimis in nature; (ii) not be primarily copy(s) of the Product; (iii) not be for commercial purpose (iv) "Includes content supplied by ELECTRONIC MARKETING SOLUTIONS and affiliated partners whom obtain Copyright where all rights are reserved". User undertakes to use the web tools, search engines or software where provided, only for the purpose of accessing the Products and shall not be entitled to any technical support in relation thereto. User acknowledges that Products comprise valued proprietary and commercial information of ELECTRONIC MARKETING SOLUTIONS and third party providers and are the property of ELECTRONIC MARKETING SOLUTIONS and those third party Providers and nothing in this section shall operate so as to vest in the User to any proprietary rights in the Work or the Products. User undertakes to take any and all actions that may reasonably be required by ELECTRONIC MARKETING SOLUTIONS to protect ELECTRONIC MARKETING SOLUTIONSs and/ or third party providers proprietary and/or intellectual property Rights
Where either party ("Discloser") provides the other ("Recipient") with Confidential Information, it shall be held in strict confidence and shall not be disclosed or used for any purpose other than as specifically authorized/ provided in the Agreement without the prior written consent of the other." Confidential Information" means:(a)Products, documentations, ELECTRONIC MARKETING SOLUTIONS methodologies;(b) any Discloser business information, including products, services, prices, marketing plans, business process management, analytics technologies, business opportunities, customers, or personnel; (c) any other information specifically designated as confidential or proprietary; or (d) any information that by its nature, Recipient knows or should know is confidential or proprietary. Confidential Information shall not include information: (i) which is or becomes public knowledge other than by a breach of this clause, (ii) that is required to be disclosed by any applicable law or by any recognized stock exchange, and (iii) information which can be shown to have been independently developed by the parties by means other than through its access to the Confidential Information, provided however Products and services methodologies shall remain confidential in perpetuity. Similar competitive products cannot be produced for at least 5 years after the end of the term of this agreement. User will be solely responsible for the use of the Products. The limitations set forth in this section will apply to (i) damages related to death or personal injury arising out of the negligence or willful act of the other Party; and (ii) any damages or liability incurred as a result of fraud or fraudulent misrepresentation of the other Party.
4. WARRANTIES AND DISCLAIMERS
The Product(s) provided here are provided "AS IS". ELECTRONIC MARKETING SOLUTIONS and its third party providers disclaim all other express or implied warranties, whether statutory or otherwise, arising from course of dealing or otherwise, including without limitation terms as to quality, completeness, accuracy, error-free, merchantability, fitness for a particular purpose and no infringement.
ELECTRONIC MARKETING SOLUTIONS will not indemnify and defend user from and against any third party claims alleging that Product(s) used in accordance with these terms and conditions infringe or misappropriate any third party intellectual property rights including any copyright, trademark or trade secret in the country(s) of Users locations as users and included in the Registration Form ("Infringement Claim"), In case where such issues arise "User" must provide prompt written notice and sole control of the defense or settlement of such claims and must provide this information to ELECTRONIC MARKETING SOLUTIONS. ELECTRONIC MARKETING SOLUTIONS will have no liability under this section if Infringement Claim arises as a result of (i) the incorporation of any feature or information provided by or requested by user or affiliates into a Product or product(s) by ELECTRONIC MARKETING SOLUTIONS or its providers;; (ii) the combination of Product with any third party software, equipment or information by the user or by ELECTRONIC MARKETING SOLUTIONS or its providers;; (iii) the use of a version of a Product other than the then current version, if the Infringement Claim would have been avoided by use of the then-current version and ELECTRONIC MARKETING SOLUTIONS informed user (iv) users misuse of the Product or failure to protect by ELECTRONIC MARKETING SOLUTIONS or its providers. ELECTRONIC MARKETING SOLUTIONS at its full discretion may terminate user and/or the Agreement. This section states the entire liability of ELECTRONIC MARKETING SOLUTIONS and the user’s sole and exclusive remedy for any infringement of third party proprietary rights of any kind. User will indemnify, defend and hold the other Party harmless from any claim, demands, liabilities, suits or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on the other Party’s premises. ELECTRONIC MARKETING SOLUTIONS can however hold "user" liable for (v) user’s misuse of the Product or failure to protect by ELECTRONIC MARKETING SOLUTIONS or its providers Confidential Information as required herein
6. LIMITATION OF LIABILITY
Except for User breach of User Terms and Conditions and restrictions as contained in the Agreement; (a) in no event will ELECTRONIC MARKETING SOLUTIONS, its third party providers be liable for: (i)any indirect, special, punitive, or consequential damages of any kind or nature whatsoever, suffered by any party including ELECTRONIC MARKETING SOLUTIONSs third party providers; or (ii) any loss of actual or anticipated profits, revenue, savings or business or other economic loss; or (iii) loss of data or information; or (iv) loss of good will or reputation; or (v) business interruptions; and (b) unless otherwise provided by law, by each Party’s. The limitations set forth in this section and the Confidentiality Section will apply to (i) damages related to death or personal injury arising out of the negligence or willful act of the other Party; and (ii) any damages or liability incurred as a result of fraud or fraudulent misrepresentation of the other Party.
Subject to the provisions of the Agreement, either Party may terminate Usage. (a) if the other party commits any material breach under these terms and conditions and fails to remedy such breach within thirty (30) days of written notice thereof; or (b) at any time with or without cause by giving thirty (30) days prior written notice of termination prior to the effective date of such termination. Upon the expiry or termination of the User Registration Form and/or the Agreement, User represents and warrants (i); discontinue all use of Product; iI) Provide a notarized written certification to ELECTRONIC MARKETING SOLUTIONS that Client has complied with this section.