- East West reserves the exclusive right to modify or update these Terms, make changes to the East West Websites, or discontinue any or all of its programs, products, materials or services, without providing further notice. Additional terms, notices and conditions may apply to specific information, products, materials, software or services offered through the East West Websites. Should a conflict arise, such additional terms, notices and conditions will prevail over these Terms.
Use of Software and East West Websites
- To the extent that East West provides for the download of proprietary East West software, third party software, or open source software from East West Websites (“Software”), such Software is protected by the applicable copyright, patent or other Intellectual Property Rights (as defined herein) of either East West or the third-party. Any use of the Software is subject to the terms of the applicable end-user or open source license agreement.
- All evaluation Software is provided “AS IS” for evaluation and internal use only. You may not use evaluation Software for commercial, development or production purposes. In addition, evaluation Software may be time-disabled and may cease to operate after a period of time.
- Will not and will not permit any third party, as solely determined by East West, to: (a) use East West Software and Services in violation of others’ rights (including Intellectual Property Rights); (b) engage in or promote gambling, pornography, or illegal activities; (c) circumvent or violate the restrictions of East West Websites; (d) reverse engineer, decompile, or otherwise attempt to derive source code from the East West Websites, unless we make the source code publicly available; and/or (e) disable, interfere with, disrupt, or circumvent any aspect of the East West Websites. You must ensure that any of your users comply with the Terms, and you agree that if you become aware of any violation by one of your users, you will terminate that user’s access immediately.
- East West reserves all rights to its trademarks, service marks and logos, which together with the trademarks, service marks and logos of its subsidiaries registered in the United States or in other countries, are collectively titled “East West Trademarks”.
- East West Trademarks are highly valued intellectual property, and therefore East West will take all steps to protect against dilution and usage of third-party trademarks that are confusingly similar to East West Trademarks or which are likely to cause confusion with East West Trademarks. East West does not permit any use of East West Trademarks in a manner that is likely to cause confusion by implying an association with East West.
- Permitted Use. East West acknowledges that use of East West Trademarks, excluding any logos, may be necessary to refer to East West products or services. All such use must be accurate and descriptive in nature and comply with East West’s Trademark Guidelines (“Trademark Guidelines”). Any other East West Trademarks usage will require a signed trademark license agreement and must comply with East West’s Trademark Guidelines. By using East West Trademarks, you acknowledge that East West is the exclusive owner of East West Trademarks and you will not challenge, interfere, or interrupt East West’s exclusive ownership of East West Trademarks. You may not register any East West Trademarks or any mark confusingly similar to the East West Trademarks.
- Attribution. When East West Trademarks are used, the following trademark attribution is required in text and on all packaging or promotional materials displaying any East West trademarks: “East West, (list all other East West Trademarks referenced in the document or materials) are trademarks and/or registered trademarks of East West. in the United States and/or other countries.” The trademark attribution should be placed on packaging or promotional materials in close proximity to where the East West Trademarks are displayed and must be noticeable to the reader.
- Note that other product and brand names on the East West Websites may be trademarks of their respective companies.
Linking to East West Websites
- Linking to the East West Websites (including an internal or subsidiary page of any website comprising a part of the East West Websites) must be approved in writing by East West, except a limited, revocable right to create a hyperlink to the website is granted under condition that the website on which the hyperlink resides:
- Does not utilize content of a East West Website;
- Does not utilize a East West logo;
- Does not use framing of a East West Website;
- Does not misrepresent an affiliation or other relationship with East West;
- Does not misrepresent any possible endorsement by East West;
- Does not contain content that could be construed as illegal, distasteful, offensive or controversial; and
- Is promptly modified to delete the hyperlink upon request by East West.
- Except where otherwise specified, the contents of the East West Websites are copyright (c) 2019-present East West, 15 Street No.2, CityLand, Ward 5, Go Vap District, HCMC, Vietnam. All rights reserved.
- The contents of the East West Websites are subject to protection under EU, VN. and foreign copyright laws. You may not copy, modify, or distribute any portion of the East West Websites, except as necessary to view the East West Websites.
Copyright Infringement Claims
East West respects the intellectual property of others. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the East West Websites, please notify East West copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:
An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and where it is located on the East West Websites;
Information reasonably sufficient to permit East West to contact you, such as your address, telephone number, and email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
You may send a notice of claim of copyright infringement to the East West Legal Department at: East West, ATTN: Legal Department, 15 Street No.2, CityLand, Ward 5, Go Vap District, HCMC, Vietnam; E-mail – [email protected].
Links to Third Party Sites
Anti-Piracy and License Compliance
West safeguards its technology vigilantly and only authorizes others to use it by virtue of license agreements. Using or distributing Software without permission from East West constitutes software piracy. East West distributes and sells its Software through a channel network of distributors and resellers worldwide. East West does not distribute or sell its Software through unauthorized channels such as peer-to-peer networking, file-sharing sites, auctions, or through other illegal download sites offering key or serial number generators. If you are contemplating or have obtained Software through one of these avenues, you likely will find yourself with pirated software. Please contact East West at [email protected] for assistance with your own or another’s unauthorized use of Software.
Governing Law and Jurisdiction
These Terms, the relationship between you and East West, and all matters relating to your access to, or usage of, any East West Websites, are governed by Dutch federal law and the laws of the province of Groningen. Thus, any lawsuit or legal proceeding relating to these Terms, the relationship between you and East West, or your access to, or usage of, East West and the East West Websites shall be brought in the state or federal courts located in the City of Groningen, The Netherlands. You hereby agree that the venue is proper in, and agree to submit to the personal and exclusive jurisdiction of, these courts in any lawsuit or legal proceeding. The laws of The Netherlands apply to matters pertaining to East West Software, provided that the foregoing shall exclude any conflict of law rules, and the U.N. Convention on Contracts for the International Sale of Goods shall not apply.
When you visit the East West Websites or send emails to East West, you are communicating with East West electronically. We may respond to you by e-mail or by posting notices on the East West Websites. You agree that all such notices, disclosures and other communications that East West provides to you electronically satisfy any legal requirement that such communications be in writing. You agree that we will be free to use any communication you provide for any purpose. You hereby grant to us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to grant and authorize sublicenses, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of and otherwise use the communication without restriction in any manner now known or in the future conceived and to make, use, sell, offer to sell, import and export any product or service that incorporates or is based in whole or in part on the communication.
All claims, disputes, or controversies arising out of or relating to these Terms or your use of East West Websites must be made within (a) the time period specified by applicable law; or (b) eighteen (18) months after the cause of action accrues if no such period is specified at law.
United States Government Rights
All East West products and publications are commercial in nature. The software, publications and software documentation available on the East West Websites are “Commercial Items,” as that term is defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), and used in 48 C.F.R. §12.211, 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Pursuant to 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19 and other relevant sections of the Code of Federal Regulations, as applicable, East West’s publications, commercial computer software and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements that accompany the products and software documentation and the terms and conditions herein.
Disclaimers and Warranties
- Information on the East West Websites is not promised or guaranteed to be correct, current or complete, and the East West Websites may contain technical inaccuracies or typographical errors. East West assumes no responsibility (and expressly disclaims responsibility) for updating the East West Websites to maintain current information or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any products, services or other matters described in the East West Websites. East West provides no assurances that any reported problems will be resolved by East West, even if East West elects to provide information with the goal of addressing a problem.
- INFORMATION, SOFTWARE, PRODUCTS, MATERIALS, AND SERVICES PROVIDED ON THE East West WEBSITES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND. East West EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, GUARANTEES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, East West MAKES NO WARRANTY THAT THE East West WEBSITES WILL MEET YOUR REQUIREMENTS OR THAT THE East West WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT THE SERVICES WILL MEET (OR ARE DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.
- Agree to indemnify, defend, release, and hold East West, its parents, subsidiaries, affiliates, officers, directors, agents, partners, employees and licensors harmless from any claims, liabilities, demands, losses, damages, costs, expenses and fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from: (1) your (or anyone using your account, computer or Software) use of the East West Websites or violation or breach of these Terms; (2) your content; (3) any infringement or misappropriation of any Intellectual Property Rights (defined below) by you, your customers or your suppliers; (c) violation of laws, rules, regulations, etc. by you; or (4) your use of any third party content. We will (i) provide you with notice of such claim within a reasonable period of time after learning of the claim; and (ii) reasonably cooperate in response to your requests for assistance (subject to your reimbursement of our costs and expenses). East West reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with East West’s defense of such claim, and in no event may you agree to any settlement affecting East West without East West’s written consent.
- “Intellectual Property Rights” means all worldwide intellectual property rights, including, without limitation, “patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Limitation of Liability
NO EVENT WILL East West OR OUR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR; (B) ANY DAMAGES WHATSOEVER IN EXCESS OF US$100.00, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, REVENUES OR SAVINGS, LOSS OR DAMAGE TO DATA OR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE THE East West WEBSITES OR ANY MATERIALS, INFORMATION, PRODUCTS OR SERVICES ACCESSED ON OR THROUGH THE East West WEBSITES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY AND EVEN IF East West HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES.
Exclusions and Limitations
The exclusion of certain warranties or the limitation or exclusion of liability for certain damages may not be authorized in some jurisdictions. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that East West may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of East West’s liability shall be the minimum permitted under such applicable law.
- Entire Agreement. These Terms together with the provisions of any applicable East West Websites (i) are the complete statement of the agreement of the parties with regard to the subject matter hereof, superseding all previous arrangements between the parties relating to its subject matter; and (ii) may be modified only by a writing signed by both parties. All terms of any purchase order or similar document provided by You, including any pre-printed terms thereon and any terms that are inconsistent or conflict with these Terms, shall be null and void and of no legal force or effect with respect to the use of the applicable East West Website. You confirm that You have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in these Terms.
- Severability. If any provision of these Terms becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, the remaining provisions will remain in effect.
- Relationship to Other Agreements. These Terms apply in addition to East West’s product or Service-specific Terms, including any signed Master Ordering Agreement, Professional Services Agreement or other licensing agreement you may have signed with East West.
- Waiver. Failure to enforce a provision of these Terms will not constitute a waiver.
- Independent Contractor. The parties are independent contractors. Nothing in these Terms shall be construed to create a joint venture, partnership, or an agency relationship between the parties themselves or between the parties and any third person. Except as expressly provided herein, no party has the authority, without the other party’s prior written approval, to bind or commit any other party in any way.
- No Third-party Beneficiaries. These Terms are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
- Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under these Terms due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, unavailability or interruption of telecommunications equipment or networks, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.
- Legal Contact Information. Should you have any inquiries about these Terms, the licensing or usage of East West Trademarks, or East West copyrighted materials, you may contact the East West Legal Department at [email protected].
- Construction. As used in this Agreement: (a) the terms “include” and “including” are meant to be inclusive and shall be deemed to mean “include without limitation” or “including without limitation”; (b) the word “or” is disjunctive, but not necessarily exclusive; (c) words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa; (d) person includes a natural person, corporate or unincorporated body; (e) a reference to us or You includes personal representatives, successors and/or permitted assigns; (f) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (g) a reference to writing or written includes faxes and emails; (h) references to “dollars” or “$” shall be to United States dollars unless otherwise specified herein; and (i) unless otherwise specified, all references to days, months or years shall be deemed to be preceded by the word “calendar”.” The headings of these Terms are intended solely for convenience of reference and shall be given no effect in the interpretation or construction of these Terms.