TERMS AND CONDITIONS

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.

  1. 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.

  1. 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.
  2. 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.
  3. 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.
  4. CONFIDENTIALITY AND SILTERRA INTELLECTUAL PROPERTY.

 

    1. 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.

 

    1. 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.

 

    1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. IMPORTANT DISCLAIMERS.
    1. 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.
    2. 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.
    3. 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.
    4. 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).
  2. 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.
  3. 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.
  4. 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.