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.
DEFINITIONS;
"Agreement" means or includes these;
ELECTRONIC MARKETING SOLUTIONS standard user terms and conditions together with
the Privacy Policy. Product trial period also falls under this section of the
agreement and shall be considered as such by both parties.
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.
1.2 "Product(s)"
"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
3. CONFIDENTIALITY
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.
5. INDEMNIFICATION
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.
7. TERMINATION
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.