This Agreement stipulates any access to and use of Information (as defined below) by User.
ACTi Website User Agreement
This ACTi website user agreement (“Agreement“) is entered into by and between ACTi Corporation (“ACTi”), a Taiwan corporation with its principal place of business at 7F, No.1, Alley 20, Lane 407, Sec.2, Tiding Blvd., Neihu District, Taipei 114, Taiwan, R.O.C and (“User“) with his/her identification number . This Agreement will be effective as of the date you click the “I Accept” button below (“Effective Date”). This Agreement stipulates any access to and use of Information (as defined below) by User.
1.1 “Information“ means the information provided on the web pages (“Web Pages“) available at the domain of ACTi, acti.com, which may include without limitation, product information, service information, price information, marketing information, analysis results, software, search tools, and search results.
1.2 “Confidential Information“ means the information which ACTi discloses to User in this Agreement and ACTi considers confidential and/or proprietary, including but not limited to, tangible, intangible, visual, electronic, present or future information such as: (a) Information; and (b) the terms of this Agreement and the discussions, negotiations and proposals related thereto.
1.3 “Intellectual Property Rights“ means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
2. Information Provision and Modification.
2.1 Information Provision.
ACTi will provide this Information for User to access and use on the Web Pages.
2.2 Information Modification.
ACTi is entitled to add, delete, amend or modify any part of this Information without notice and without liability.
3. User Obligations.
3.1 User shall comply with these terms and conditions of this Agreement when accessing or using this Information.
3.2 User shall spare no efforts to prevent unauthorized access to or use of this Information by using the commercially reasonable manners, including but not limited to safekeeping of your account and password of Web Pages which shall be used by you only. User shall promptly suspend or terminate any unauthorized access to or use of this Information. User agrees to immediately notify ACTi of any unauthorized access to or use of this Information.
3.3 User shall not download or distribute any part of this Information or provide any part of this Information for a third party without ACTi's prior written authorization.
3.4 User agrees not to alter or modify any part of this Information.
3.5 User agrees not to use this Information for any purpose other than business promotion purposes for ACTi without ACTi's prior written authorization.
ACTi will provide this Information free of charge to User.
5. Confidential Information.
5.1 User shall not disclose or cause to be disclosed any Confidential Information received by it to any third parties. User shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized use, dissemination or publication to any unauthorized third parties.
5.2 Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of User; (b) was in the User's lawful possession prior to the disclosure and was not obtained by User either directly or indirectly from ACTi; (c) is lawfully disclosed to the User by a third party without restriction on User's disclosure; or (d) is independently developed by the User without violation of this Agreement and is provable by writing.
5.3 User may disclose Confidential Information solely as needed to comply with a court order, subpoena/summons or other government demand (provided that User notifies ACTi in advance with all commercially reasonable efforts and gives ACTi the opportunity to challenge such court order, subpoena/summons or government demand). User acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, ACTi is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section 5.
6. Intellectual Property Rights.
ACTi shall own all rights, titles and interests, including without limitation all Intellectual Property Rights relating to this Information (and any derivative works or enhancements thereof). User shall not acquire any right, title or interest in and to this Information, except for the limited use rights expressly set forth in this Agreement. Any rights not expressly granted herein are deemed withheld.
7. Warranty Disclaimer.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY USE OF THIS INFORMATION THEREOF SHALL BE AT USER'S OWN RISK. THIS INFORMATION IS PROVIDED “AS IS” AND ACTI MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF ERROR-FREE, INTEGRITY OF RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. IN NO EVENT SHALL ACTI INTERVENE IN ANY TRANSACTION BETWEEN USER AND ANY THIRD PARTY NOR TAKE ANY RESPONSIBLITY AND LIABLITY THEREOF.
8.1 User may discontinue access to or use of this Information at any time.
8.2 ACTi reserves the right at any time and for any reason to terminate this Agreement and/or terminate the provision of all or any portion of this Information. ACTi will provide at least seven (7) days notice to User prior to the termination. Notwithstanding the foregoing, ACTi may terminate this Agreement and/or terminate the provision of all or any portion of this Information immediately if User has breached this Agreement.
To the extent permitted by applicable law, User shall indemnify, defend and hold harmless ACTi, its subsidiaries and other affiliates, and its and their officers, directors, agents, co-branders or other partners, employees, information providers, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all liability, costs, losses, damages, claims and demands, including without limitation lawyers’ fees and costs incurred by the Indemnified Parties, arising out of or related to (a) User’s access to or use of this Information; (b) any breach or non-compliance of this Agreement by User; (c) infringements of any third party’s rights by User, including but not limited to copyrights, property rights and privacy rights; or (d) any third party’s accusation of indemnification incurred by User’s access to or use of this Information.
10. Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ACTI, ITS SUBSIDIARIES AND OTHER AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, EMPLOYEES, INFORMATION PROVIDERS, LICENSORS AND LICENSEES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR PERSONAL DAMAGES INCURRED BY USER’S ACCESS TO OR USE OF THIS INFORMATION, DAMAGES FOR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF INFORMATION, OR DAMAGES INCURRED BY ANY DETRIMENTAL SOFTMARE, COMPUTER VIRUS OR THE LIKE TRANSMITTED VIA THIS INFORNMATION BY ANY THIRD PARTY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT AND WHETHER OR NOT ACTI WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ACTI'S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED FIVE HUNDRED U.S. DOLLARS ($500).
11.1 Both Parties may not assign or otherwise transfer its rights or delegate its obligations under this Agreement.
11.2 No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy.
11.3 If any provision of this Agreement is found void and unenforceable, it shall be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. The unenforceability of any provision, however, shall not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.
11.4 Neither party is authorized to act for or on the behalf of the other party under this Agreement. Without limiting the generality of the foregoing, each party is an independent contractor, and no principal/agent or partnership relationship is created by this Agreement.
11.5 This Agreement shall be governed by and construed in accordance with the laws of Taiwan, excluding its choice of law provisions and both Parties agree that Taiwan Shihlin District Court have the exclusive jurisdiction of first instance on any dispute arising in connection with this Agreement between the Parties.
11.6 Sections 5 (Confidential Information), 6 (Intellectual Property Rights), 7 (Warranty Disclaimer), 8 (Termination), 9 (Indemnification), 10 (Limitation of Liability), and 11 (Miscellaneous) shall survive the expiration or termination of this Agreement.
11.7 This Agreement constitutes the full and complete understanding and agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporary discussions, understandings and agreements, whether oral or written, with respect to such subject matter.
11.8 ACTi reserves the right to change or modify any of the terms and conditions contained in this Agreement from time to time with a prior notice to User.
The section headings used in this Agreement are for reference and convenience only and shall not enter into the interpretation of this Agreement.