(either as an individual or any other legal entity) ("You" or
"Your") and EASWIRE Electronics Companies. ("EASWIRE"). Your access
to, and use of EASWIRE websites ("Website") is subject to, and
governed by, these TOU. Be sure to carefully read and understand
all of the rights and restrictions delineated in these TOU. For
Your reference, You may print the TOU by using the "Print"
option on Your browser. By accessing the Website, you confirm
your agreement to and acceptance of these terms. EASWIRE
reserves the right to update the TOU at any time without notice
to You. You may view the current applicable version of the TOU
of each Website page.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
CERTAIN EASWIRE WEBSITES INCLUDING, BUT NOT LIMITED TO PASSWORD
WEBSITES SHALL APPLY.
1. Access. EASWIRE has the right, but not the duty, to terminate
or suspend Your access to the Website, without notice, for any
conduct that EASWIRE, in its sole discretion, believes is in
violation of any applicable law or is harmful to the interests
of another user, a third-party provider, a service provider or
EASWIRE. EASWIRE makes no representation that the information
contained in the Website is appropriate or available for use
throughout the world. It is forbidden to access the Website from
territories where the legislation provides that the content or
use of the Website is illegal. You choose to use the Website on
Your own initiative, and it is Your responsibility to ensure
that You conform to all applicable local laws.
2. Copyright. EASWIRE, its suppliers or the original creator of
the material own all copyrights to material on the Website and
all other intellectual property rights related to the Website.
To the extent that EASWIRE has the right to do so without
compensation to third parties, and except for material
specifically provided under other terms, EASWIRE grants You
permission to copy materials on the Website solely for Your
non-commercial use in support of EASWIRE products. You agree
that any copies of material shall retain all copyright and other
proprietary notices in the same form and manner as the original.
You may not, without EASWIRE's permission, "mirror" any material
contained on the Website or any other server. Except as
specified above, nothing contained herein shall be construed as
conferring by implication, estoppel or otherwise any license or
right under any trademark, patent, copyright, mask work
protection right or any other intellectual property right of
EASWIRE or any third party.
3. Trademarks. EASWIRE and the EASWIRE "e" logo are trademarks
or service marks, registered or not, of EASWIRE. Nothing in the
Website may be interpreted so as to grant to You, directly or
indirectly, the use of a trademark or service mark reproduced on
the Website, whether belonging to EASWIRE or third party
suppliers, without the written permission of EASWIRE.
4. Information Provided to EASWIRE.
4.1. EASWIRE does not want You to, and You should not, send any
confidential or proprietary information to EASWIRE via the
Website. Any submission by You to EASWIRE, including but not
limited to questions, comments, suggestions or the like shall be
deemed to be non-confidential and shall become the property of
EASWIRE. Furthermore, by Your submission You grant EASWIRE an
unrestricted, irrevocable license to use, reproduce, display,
perform, modify, transmit, and distribute such information.
EASWIRE shall be free to use any ideas, concepts, know-how or
techniques contained in such information for any purpose
whatsoever, including but not limited to developing,
manufacturing, and marketing products incorporating such
5. Links. THE LINKS ON THE WEBSITE WILL LET YOU LEAVE EASWIRE'S
SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF EASWIRE AND
EASWIRE IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE
OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR
UPDATES TO SUCH SITES. EASWIRE IS NOT RESPONSIBLE FOR WEBCASTING
OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE.
EASWIRE IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE,
AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY
EASWIRE OF THE SITE.
6. Product Availability. The availability of the products
described on the Website, and the product descriptions, may vary
from country to country. You should consult the applicable
EASWIRE affiliate or authorized distributor for availability of
specific products in Your area.
7. Export of Information. The Chinese & H.K. Export Controls
laws prohibit the export of certain technical data and software
to certain territories. No content from the Website may be
downloaded or otherwise exported in violation of Chinese or H.K.
law or any other local law from where You may be accessing the
Website. You agree to comply with all Chinese and HongKong,
State and local laws and regulations applicable to the use of
8. Limitation of Liability. EASWIRE, ITS RELATED COMPANIES,
DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS MAY NOT, UNDER
ANY CIRCUMSTANCES BE HELD LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE USE OF (OR THE INABILITY TO USE) THE
WEBSITE OR ANY MATERIAL ON THE WEBSITE. THIS INCLUDES, BUT IS
NOT LIMITED TO, THE LOSS OF DATA OR LOSS OF PROFIT, EVEN IF
EASWIRE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ALL
OR PART OF THIS LIABILITY IS FOUND UNENFORCEABLE FOR ANY REASON,
THEN EASWIRE'S MAXIMUM AGGREGATE LIABILITY UNDER SUCH
CIRCUMSTANCES FOR LIABILITY THAT WOULD OTHERWISE HAVE BEEN
LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
9. Assignment. The TOU may not be assigned or transferred by You
without the prior written consent of EASWIRE. EASWIRE may assign
the TOU to any affiliate or third party in part or in whole.
10.1. Any controversy or claim arising out of or in connection
with the TOU, its enforcement or interpretation ("Dispute"),
will be finally resolved solely in accordance with the terms of
this Section 10.
10.2. If a Dispute arises, the parties will endeavor to resolve
the Dispute through good faith negotiation within forty-five
(45) days of notification of the Dispute. If the Dispute cannot
be settled through good faith negotiation, EASWIRE and You will
submit the Dispute to non-binding mediation conducted by the
American Arbitration Association ("AAA") or any other mutually
acceptable alternate dispute resolution organization. Each party
shall bear its own expenses but those related to the
compensation of the mediator shall be borne equally. The
parties, their representatives, other participants and the
mediator (and arbitrator, if any) shall hold the existence,
content and result of mediation in confidence. If the Dispute is
not resolved through mediation, claims may be brought in a state
or federal court of competent jurisdiction or resolved through
binding arbitration. Notwithstanding the foregoing, EASWIRE
shall be entitled to take immediate legal action where required
to protect its confidential or proprietary information, or to
obtain any interim injunction.
10.3. Actions on Disputes between the parties with respect to
the TOU must be brought in accordance with this Section 10
within two years after the cause of action arises.
11. Governing Law. The validity, construction and performance of
this Agreement will be governed by the substantive laws of the
Chinese or HongKong, without giving effect to any provisions
that would result in this Agreement being governed by the law of
any jurisdiction other than that of the Chinse or HongKong. The
parties specifically disclaim the UN Convention on Contracts for
the International Sale of Goods. Subject to Section 10, the
parties hereby consent to the exclusive jurisdiction of, and
venue in, any federal or state court of competent jurisdiction
located in the Borough of Manhattan, New York City for the
purposes of adjudicating any matter arising from or in
connection with this Agreement. THE PARTIES UNCONDITIONALLY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR
INDIRECTLY, THIS AGREEMENT AND/OR THE USE OF THE WEBSITE.
12. Access to Password Protected/Secure Areas. Access to and use
of password protected and/or secure areas of the Website is
restricted to authorized users only. Unauthorized individuals
attempting to access these areas of the Website may be subject
13. Data Privacy.
13.1. You and EASWIRE agree that they shall comply in all
respects with all applicable data protection laws and
regulations (or any legislation or regulations amending or
replacing the same) (together, the "Data Protection Laws").
13.2. You shall in connection with these TOU (i) not do or
permit anything to be done through an act or omission which
might jeopardise or contravene EASWIRE's liability under Data
Protection Laws; and (ii) enter into such agreements as EASWIRE
shall reasonably require in relation to the cross border
migration of personal data.
13.3. You shall indemnify and keep EASWIRE fully indemnified
against any and all liability, loss, damage, costs (including
legal costs) and expenses which EASWIRE, or any EASWIRE
affiliate may incur or suffer whether direct or consequential
(including without limitation any economic loss or other loss of
profits, business or goodwill) as a result of any breach of
13.4. WHEN YOU SUBMIT PERSONAL DATA TO EASWIRE ON THE WEBSITE OR
WHEN REGISTERING FOR THE WEBSITE, EASWIRE MAY TRANSFER AND/OR
RETAIN THE PERSONAL DATA YOU SUBMITTED TO A COUNTRY OUTSIDE THE
COUNTRY IN WHICH YOU ARE LOCATED OR FROM WHERE SUCH PERSONAL
DATA WAS COLLECTED, WHICH MAY NOT HAVE THE SAME OR EQUIVALENT
DATA PRIVACY PROTECTIONS. IF YOU DO NOT APPROVE OF SUCH TRANSFER
AND/OR RETENTION, DO NOT SUBMIT PERSONAL DATA TO EASWIRE.
13.5. BY AGREEING TO THESE TOU, YOU ARE AGREEING THAT EASWIRE
MAY SHARE YOUR PERSONAL DATA AND OTHER INFORMATION (WITH THE
EXCEPTION OF ACCOUNT, CREDIT CARD AND ORDERING INFORMATION) WITH
THIRD PARTIES IN CASES WHERE EASWIRE BELIEVES YOUR BUSINESS
INTERESTS WILL BE SERVED. IF YOU DO NOT APPROVE OF EASWIRE
SHARING YOUR PERSONAL DATA AND OTHER INFORMATION IN SUCH A
FASHION, DO NOT AGREE TO THESE TOU.
13.6 Please click on the "Privacy Statement" link at the bottom
of each Website page for disclosures relating to the collection
and use of Your personal information.
14. Software License terms. Any software You download from the
Website is governed by (i) the license terms accompanying the
software or (ii) if no license terms accompany the software, the
terms of Your license agreement with EASWIRE which accompanied
the original product licensed by You which you are updating or
(iii) if neither (i) or (ii) is applicable, the Software License
Software License Agreement
(1) License Grant. EASWIRE grants to you, subject to the
following terms and conditions, a nonexclusive, nontransferable
right to use the software on a single processor at a time.
EASWIRE reserves all rights not expressly granted to you.
(2) Protection of Software. You agree to use Your best efforts
to protect the software and documentation from unauthorized copy
or use. The software source code represents and embodies trade
secrets of EASWIRE and/or its licensors. The source code and
embodied trade secrets are not licensed to you and any
modification, addition or deletion is strictly prohibited. You
agree not to disassemble, decompile, or otherwise reverse
engineer the software in order to discover the source code
and/or the trade secrets contained in the source code.
To the extent that the software is located in a Member state of
the European Community and you need information about the
software in order to achieve interoperability of an
independently created software program with the software, you
shall first request such information from EASWIRE. Unless
EASWIRE refuses to make such information available, you shall
not take any steps, such as reverse assembly or reverse
compilation, to derive a source code equivalent to the software.
EASWIRE may charge you a reasonable fee for the provision of
(3) Copies. You may make a single archive copy of the software.
You may not copy documentation unless it carries a statement
that copying is permitted. All proprietary rights notices must
be faithfully reproduced and included on all copies.
15. Forward-Looking Statements. Some of the information on this
Website may contain forward-looking statements. These statements
are only predictions based on our current expectations and
projections about future events. Because these forward-looking
statements involve risks and uncertainties, there are important
factors that could cause EASWIRE's actual results, level of
activity, performance or achievements to differ materially from
the results, level of activity, performance or achievements
expressed or implied by the forward-looking statements. In this
regard, You should specifically consider the numerous risks
outlined in our SEC filings.
16.1 WHILE EASWIRE ATTEMPTS TO PROVIDE ACCURATE INFORMATION ON
THE WEBSITE, IT ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF
THE INFORMATION. EASWIRE MAY CHANGE THE INFORMATION ON THE
WEBSITE, OR THE PRODUCTS MENTIONED, AT ANY TIME WITHOUT NOTICE.
MATERIAL, INCLUDING SOFTWARE, ON THE WEBSITE AND THE WEBSITE
ITSELF IS PROVIDED "AS IS" AND EASWIRE DOES NOT PROVIDE ANY
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EASWIRE SPECIFICALLY
DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE WEBSITE OR ANY CONTENT OR
MATERIAL ON THE WEBSITE.
16.2 EASWIRE MAKES NO WARRANTY THAT (i) THE WEBSITE WILL MEET
YOUR REQUIREMENTS, (ii) ACCESS TO THE WEBSITE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS
THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE
ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE SOFTWARE WILL
16.3 ANY MATERIAL OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION
AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO
YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL OR SOFTWARE.
16.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM EASWIRE OR THROUGH OR FROM THE WEBSITE SHALL CREATE
ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.
This constitutes the entire agreement between the parties with
respect to the Website and its use and, except with respect to
EASWIRE Websites containing additional or different terms of
use, supersedes all prior agreements, proposals, communications
between the parties and understandings, whether written or oral.