Website Usage Agreement
This website usage 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 the entity agreeing to the terms herein (“Customer“). This Agreement will be effective as from the date you click the “I Accept” button below (“Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that: (a) you have full legal authority to bind your employer or such entity to these terms and conditions; (b) you have read and understood this Agreement; and (c) you agreed, on behalf of the entity that you represent, to this Agreement. If you do not have the foregoing legal authority, please do not click the “I Accept” button below. This Agreement stipulates any access to and use of Information (as defined below) by Customer and User (as defined below).
1. Definitions.
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 lists, marketing information, literatures, posters, video, software, App, technical guides, troubleshooting database and tools, and Cooperation Partner Information(as defined below) .
1.2 “User“ means the individual authorized by Customer to access and use this Information.
1.3 “Brand Features“ mean the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of each party of this Agreement, respectively, as secured by such party from time to time.
1.4 “Cooperation Partner Information” means the information which is authorized by Customer for ACTi to use or display, including but not limited to cooperation partner’s name, nationality, industry type and photos.
1.5 “Customer Information” means the information that Customer or User provides, transmits or displays in order to access or use this Information, including but not limited to Customer’s name, nationality, telephone number or email address.
1.6 “Confidential Information“ means the information which a party (the “Discloser“) disclose to the other party (the “Recipient“) in this Agreement and the Discloser considers and marks confidential and/or proprietary, including but not limited to, tangible, intangible, visual, electronic, present or future information such as: (a) trade secrets; (b) financial information, including pricing; (c) technical information, including research, development, procedures, algorithms, data, designs and know-how; (d) business information, including operations, planning, marketing interests and products; (e) Customer Information; and (f) the terms of this Agreement and the discussions, negotiations and proposals related thereto.
1.7 “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 Customer and 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. ACTi will inform Customer about an important amendment of this Information by email. However, the prerequisite is Customer agrees ACTi sends email to it actively in advance.
3. Customer Obligations.
3.1 Customer and User shall comply with these terms and conditions of this Agreement when accessing or using this Information.
3.2 Customer and User shall prevent unauthorized access to or use of this Information by using the commercially reasonable manners. Customer or User shall promptly suspend or terminate any unauthorized access to or use of this Information. Customer or User agrees to immediately notify ACTi of any unauthorized access to or use of this Information.
3.3 Customer and User agree not to distribute any part of this Information in any medium and not to provide any part of this Information for a third party to distribute without ACTi's prior written authorization.
3.4 Customer and User agree not to alter or modify any part of this Information.
3.5 Customer and User agree not to use this Information for any purpose other than business promotion purposes for ACTi without ACTi's prior written authorization.
4. Fees.
ACTi will provide this Information free of charge to Customer.
5. Confidential Information.
5.1 The Recipient will have a duty to protect Confidential Information disclosed to it by the Discloser: (a) if it is clearly and conspicuously marked as “confidential” or with a similar designation; (b) if it is identified by the Discloser as confidential and/or proprietary before, during or promptly after presentation or communication; or (c) if it is disclosed in a manner in which the Discloser reasonably communicated, or the Recipient should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used.
5.2 Recipient shall not disclose or cause to be disclosed any Confidential Information of Discloser, except to those affiliates, employees, agents, system integrators who require access to the Confidential Information to perform under this Agreement (“Authorized Personnel”) and who are bound by written agreement not to disclose a third party confidential or proprietary information disclosed to Recipient. Recipient and Authorized Personnel shall protect the Confidential Information of Discloser 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. Furthermore, Recipient agrees to be responsible for any act and/or omission of any Authorized Personnel in breach of this Section.
5.3 Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of Recipient; (b) was in the Recipient's lawful possession prior to the disclosure and was not obtained by Recipient either directly or indirectly from the Discloser; (c) is lawfully disclosed to the Recipient by a third party without restriction on Recipient's disclosure; or (d) is independently developed by the Recipient without violation of this Agreement and is provable by writing.
5.4 Recipient may disclose Confidential Information solely as needed to comply with a court order, subpoena/summons or other government demand (provided that Recipient notify Discloser in advance with all commercially reasonable efforts and to give Discloser the opportunity to challenge such court order, subpoena/summons or government demand except in situations where Recipient is prevented, per lawful government request, from disclosing the existence of the court order, subpoena/summons or other government demand). Each party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured party 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 and Brand Features.
6.1 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). Customer shall own all rights, titles and interests, including without limitation all Intellectual Property Rights relating to the Customer Information (and any derivative works or enhancements thereof). Customer shall not acquire any right, title or interest therein, except for the limited use rights expressly set forth in this Agreement. Any rights not expressly granted herein are deemed withheld.
6.2 Brand Features.
6.2.1 Customer grants to ACTi a limited, nonexclusive and nonsublicensable license during the term of this Agreement to display those Customer Brand Features on the Web Pages. Customer agrees to use ACTi Brand Features only for business promotion purposes for ACTi. Each party shall own all rights, titles and interests, including without limitation all Intellectual Property Rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants and the other party shall not acquire any right, title or interest (including without limitation, any implied license) in or to any Brand Features of the first party; and all rights not expressly granted herein are deemed withheld.
6.2.2 All use by ACTi of Customer Brand Features (including any goodwill associated therewith) shall inure to the benefit of Customer and all use by Customer of ACTi Brand Features (including any goodwill associated therewith) shall inure to the benefit of ACTi. Customer shall not challenge or assist others to challenge the ACTi Brand Features or the registration thereof, nor shall Customer attempt to register any ACTi Brand Features or domain names that are confusingly similar to those of ACTi. Each party may revoke the license granted herein to use the other party’s Brand Features upon providing the other party with written notice thereof and a reasonable period of time to cease such usage.
7. Representations, Warranties and Warranty Disclaimer.
7.1 Representations, Warranties.
Each party represents and warrants that it has full power and authority to enter into this Agreement. Recognizing the global nature of the Internet, Customer represents, warrants and covenants to comply with all international practices and all laws, regulations and ordinances of Taiwan regarding online conduct. Customer using this Information beyond Taiwan shall comply with all laws, regulations and ordinances of other countries.
7.2 Warranty Disclaimer.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY USE OF THIS INFORMATION THEREOF SHALL BE AT CUSTOMER'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 CUSTOMER AND ANY THIRD PARTY NOR TAKE ANY RESPONSIBLITY AND LIABLITY THEREOF.
8. Termination.
8.1 Customer 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. Notwithstanding the foregoing, ACTi will provide at least ten (10) days notice to Customer prior to the termination. ACTi may terminate this Agreement and/or terminate the provision of all or any portion of this Information immediately if Customer or User has breached this Agreement. Customer agrees that ACTi may provide major contact window of Customer with a termination notice by email, and the termination will take effect once ACTi receives the electronic record automatically produced.
9. Indemnification.
To the extent permitted by applicable law, Customer 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) Customer's or User’s access to or use of this Information; (b) any breach or non-compliance of this Agreement by Customer or User; (c) infringements of any third party’s rights by Customer or User, including but not limited to copyrights, property rights and privacy rights; and (d) any third party’s accusation of indemnification incurred by Customer's or 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 CUSTOMER'S OR 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. Miscellaneous.
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 the 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 and Brand Features), 7 (Representations, Warranties and 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, by posting the new agreement on these Web Pages. Customer is responsible for regularly reviewing any updates to this Agreement. Any changes or modifications to this Agreement will become binding (a) by Customer's or User’s online acceptance of updated terms, or (b) by Customer's or User’s continued access to or use of this Information after such terms have been updated by ACTi.
11.9 The section headings used in this Agreement are for reference and convenience only and shall not enter into the interpretation of this Agreement.