BELOW ARE THE TERMS UNDER WHICH SILTERRA OFFERS THE CONTENT,
APPLICATIONS AND SERVICES AVAILABLE VIA VENDOR.SILTERRA.COM (THE “SERVICES”). USE OF
THE SERVICES INDICATES ACCEPTANCE OF THE TERMS AND CONDITIONS BELOW.
- CONTRACTING ENTITY. "Silterra" means the Silterra-related
corporate entity with which Company does business. For example, if Company
purchases products from SilTerra Malaysia Sdn. Bhd., then this agreement
is between such entity and Company. Such entity can assign its rights or
delegate its duties under this agreement, in whole or in part, to Silterra
Malaysia Sdn. Bhd. or any Silterra subsidiary worldwide at any time.
"Company"
means the business entity on whose behalf individual users access the Services.
Individual users represent that they are authorized to act on behalf of such
entity and bind such entity to these Terms.
- RELATIONSHIP TO OTHER AGREEMENTS. These Terms and Conditions (the "Terms") do
not modify any pre-existing agreement between Company and Silterra, except
as expressly set forth below. If, after Company's acceptance of these
Terms, Company and Silterra enter into any other written agreement, which
directly conflicts with any terms herein, the conflicting terms of the
later agreement shall govern.
- AMENDING THESE TERMS. Silterra may choose to amend the Terms (for example,
in order to address legal issues posed by a new application on the site);
thus reserving the right to amend these Terms at any time, by posting the
amended terms on the Silterra website. We shall make reasonable efforts to
notify Company of such posting, such as by e-mail or with a notice when
they log on to the site. The amended terms shall automatically be
effective 30 days after they are initially posted on the website;
continued use of the Site after such period shall indicate acceptance of
such amended terms. These Terms may not be otherwise amended except in a
writing signed by an officer of the appropriate Silterra contracting
entity (see Section 1 above). The Terms, including all amendments thereto,
shall always be limited in scope to issues directly related to use of the
Services.
- ACCOUNT. Silterra shall assign and maintain unique Company IDs
and passwords for each of Company's authorized users. Company shall be
responsible for the acts and omissions of its users. Company shall ensure
that its users do not disclose their passwords to any other individual,
and shall ensure that its users use all reasonable efforts to comply with
Silterra's requirements (as defined in any agreement executed between
Silterra and Company, or otherwise communicated to Company by Silterra).
Company must immediately notify Silterra if Company determines or suspects
that any password has been compromised, or if it becomes aware of any
other security-related problem with the Services. Company shall permit its
individual users to access the Services only if they are authorized to do
so by Company and only to conduct Company business. Company shall use
commercially reasonable efforts to comply with Silterra's published
Company account management policies, per the processes and requirements
through which Company accessed IBL and the services.
- CONFIDENTIALITY AND SILTERRA INTELLECTUAL
PROPERTY.
- Applicability of NDA. If Company has executed a Non-Disclosure Agreement
(NDA) or similar non-disclosure agreement with Silterra, then such
agreement shall govern the disclosure of Confidential Information (as
defined in the applicable agreement) by either party via the Services. If
Company has not executed a NDA or similar agreement with Silterra, then
Company hereby agrees that in connection with the Services the terms of
the SilTerra Malaysia Sdn. Bhd. standard NDA shall apply between Silterra
and Company. In either case, Company and Silterra hereby additionally
agree that (i) if not already so provided in an applicable agreement,
information disclosed by either party via the Services that is marked
"confidential," "proprietary," "secret" or
with a similar legend shall be deemed Confidential Information of the
disclosing party, and (ii) the following types of information disclosed
by Silterra via the Services shall be deemed the Confidential Information
of Silterra, even if the information is not marked
"confidential" or with a similar legend: non-public information
about products, schedules, requirements, forecasts, quality, safety,
inventory, order and payment status; any information about or relating to
other companies with which Silterra does business; any personally
identifiable data and all Silterra-issued passwords and related security
information.
- Third Party Confidential Information. The Services may permit parties to intentionally
disclose information in a forum where third parties shall be exposed to
such information (e.g., in a multi-party collaboration). Company agrees
if a third party discloses information marked confidential or with a
similar legend, Company shall use such information only for the limited
purpose for which it was disclosed and shall not disclose such
information to any additional parties. Absent express agreement, Company
shall retain no Silterra intellectual property rights in any information
disclosed by such third party. The disclosing third party shall be a
third party beneficiary of these Terms only in connection with this
Section. Silterra shall have no liability whatsoever to Company or to any
disclosing third party in connection with this provision. Company
acknowledges it discloses information to third parties via the Services
entirely at its own risk.
- Collaboration Tools and Silterra Intellectual
Property Rights.
Online collaboration tools may be offered as part of the Services.
Silterra and Company may execute a collaboration agreement, and the terms
of such an agreement shall supersede the terms in this Section. Absent
such an agreement, the following terms apply in connection with use of
such collaboration tools: (i) in accordance with the terms of the
non-disclosure agreements between the parties, no Silterra intellectual
property licenses are granted in connection with Confidential Information;
(ii) in connection with information or technology that is not deemed
Confidential Information, if Company expressly communicates to Silterra
that Company claims patent, copyright, or other Silterra intellectual
property rights in such information or technology, then no Silterra
intellectual property licenses are granted in connection with such
information or technology (unless otherwise expressly agreed); and (iii)
if neither (i) nor (ii) apply, and Silterra incorporates information or
technology disclosed or contributed by Company into an Silterra product
or service, then Company hereby grants Silterra an irrevocable,
fully-assignable, royalty-free license to use, make (or have made), sell
(or have sold), reproduce, distribute, display, perform and modify such
information or technology solely in connection with such product or
service, and to permit others to exercise such rights in connection with
the distribution or provision of any such product or service. Further, in
the event that Company and Silterra are deemed to have created a
"joint work" or similar jointly-owned Silterra intellectual
property, each party shall have the right to independently fully exploit
such joint work and neither party shall have any duty of accounting to the
other whatsoever in connection with such joint work.
- SALES OR LICENSE TERMS AND CONDITIONS. In accordance with Section 2, if Silterra and Company
have executed or do execute a sales or license
agreement, such agreement governs all transactions to which it applies. If
Company and Silterra have not executed an applicable sales agreement or
license agreement, however, then any transaction conducted via the
Services shall be governed by SilTerra Malaysia Sdn. Bhd. standard terms
and conditions for sale or by Silterra Purchase Order ("P.O.")
acknowledgement or other terms, as may be defined.
- PERMITTED AND PROHIBITED USES. Company (including all Company users) may use the
Services for the sole purpose of conducting Company-related business with
Silterra. Company may not use the Services to violate any applicable
local, state, national, or international law, including without limitation
any applicable laws relating to antitrust or other illegal business
practices, securities laws and regulations, and laws, rules, and regulations
governing the export and re-export of commodities or technical data.
Company may not upload or transmit any material that infringes or
misappropriates any person's copyright, patent, trademark, or trade
secret, discloses via the Services any information which would constitute
a violation of a confidentiality obligation, or may be judged defamatory.
Company may not analyze or cross-correlate information available via the
Services with other sets of data in order to derive any additional
information about Silterra's internal requirements or non-public product
information. Company may not upload any viruses, worms, trojan
horses, or other forms of harmful computer code, nor subject Silterra's
servers to unreasonable traffic loads, or otherwise engage in conduct that
Silterra deems disruptive to the ordinary operation of the Services.
Company agrees to indemnify and hold Silterra harmless from and against
any and all damages, costs (including reasonable attorneys
fees), losses, and liabilities incurred by Silterra as a result of any
third-party claims, actions, suits, or proceedings arising out of or
relating to Company's breach or alleged breach of this Section.
- SOFTWARE. Silterra may provide to Company certain software to
assist Company in using the Services ("Services Software"). If
Silterra does provide such Services Software, upon payment of the
applicable license fees, if any, Silterra grants Company a nonexclusive,
nontransferable, worldwide license to reproduce and internally use the Services
Software solely as necessary to access and use the Services in accordance
with these Terms. Company may not use the Services Software for any other
purpose, nor may Company distribute, modify, decompile, reverse engineer,
or otherwise attempt to derive the source code of the Services Software.
Company shall be solely responsible for obtaining any third party software
or hardware necessary to access the Services and for procuring all
necessary licenses associated with any such software or hardware. The use
or distribution of any other software provided on the Services,
shall be governed by the terms provided with such software.
- IMPORTANT DISCLAIMERS.
- Warranty Disclaimers. In connection with the Services (including any
Client Software) Silterra disclaims all warranties of any kind, either
express or implied, including without limitation the warranties of
merchantability, fitness for a particular purpose, title, and
non-infringement. Silterra does not guarantee continuous or uninterrupted
access to the Services and makes no warranty as to the operation,
functionality, or availability of the Services, or that the Services
shall be error-free, or that any defects in the Services shall be
corrected. Silterra also disclaims all warranties of any kind, express or
implied, related to third party performance of the Services, or in
support of the Services.
- Forecasts. Any forecast data provided in connection with the
Services is subject to change without notice at any time and is not a
binding commitment. Company acknowledges that Silterra's demand is
dependent on market conditions and other factors beyond Silterra's
control, which may result in demand being reduced or eliminated.
- Force Majeure. In connection with the Services Silterra shall not
be responsible for delays or failures in performance resulting from acts
or circumstances beyond its reasonable control.
- Ability to Modify or Terminate. Silterra reserves the right to modify or eliminate
all or part of the Services at any time in its sole discretion. Silterra
reserves the right to terminate or modify access to the Services by
Company or any Company user at any time in its sole discretion. Silterra
shall have no liability whatsoever to Company in connection with
exercising its rights under this Section 9(d).
- LIABILITY LIMITATIONS. Except in connection with a breach of Section 5 of
these Terms, in no event shall either party be liable to the other under
any contract, negligence, strict liability, or other legal or equitable
theory for any special, incidental, indirect, or consequential damages of
any kind, including, without limitation, those resulting from interruption
of use, loss or corruption of data, or lost profits, whether or not the
other party has been advised of the possibility of such damage. Silterra
shall not be liable for any costs incurred by Company for development of
Company architecture or applications for the purpose of using the
Services.
- PRIVACY AND TRADEMARK POLICIES. Personally-identifiable information submitted to
Silterra via the Services is governed by Silterra's Policy. The
trademark-related terms of Silterra's trademark hereby incorporated by
reference.
- GENERAL. If Company and Silterra have executed a sales
agreement, then any provisions of this Section 12 shall be replaced by the
directly corresponding provision in such sales agreement. These Terms are
governed in all respects by the laws of Malaysia and to
the exclusive jurisdiction and venue of the courts therein. The provisions of the UN Convention on Contracts for
the International Sale of Goods shall not apply to these Terms. Except as
set forth in section 3, a party may give notice to the other party only in
writing at that party's principal place of business, attention of that
party's principal legal officer, or at such other address or by such other
method as the party shall specify in writing. Notice shall be deemed given
upon personal delivery or, if sent by certified mail with postage prepaid,
3 days after the date of mailing. If any provision herein is held to be
unenforceable, the remaining provisions shall continue in full force
without being affected in any way. Further, the parties agree to replace
such unenforceable provision with an enforceable provision that most
closely approximates the intent and economic effect of the unenforceable
provision. Section headings are for reference purposes only and do not
define, limit, construe or describe the scope or extent of such section.
These Terms set forth the entire understanding and agreement of the
parties relating to the Services. The waiver of a breach of any provision
of this Agreement shall not be construed as a waiver of any other or
subsequent breach.