Suppliers,
Upload Your Inventory
Terms of Use
YOUR USE OF THIS WEB SITE AND THE SYSTEMS PROVIDED THEREIN (collectively, the "EPRCenter System"), OR, IF YOU ARE AN ELECTRONIC COMPONENT SUPPLIER/DISTRIBUTOR/SELLER, YOUR REGISTRATION AND UPLOADING OF INVENTORY DATA ONTO THE EPRCenter System, CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS PROVIDED BELOW (the "Terms"). EPRCenter may modify the Terms, amplify the Terms, as well as discontinue or change services offered at any time. You may view the most up-to-date version of the Terms at any time at http://www.EPRCenter .com. Non-English translations of the Terms, Privacy Policy, and other policies and provisions relating to the EPRCenter System, are provided on the EPRCenter System for convenience of its users; however, in the event of any inconsistency or conflict between the English version of these documents and any translated version, the English version shall control. I. SYSTEM SECURITY You may not tamper with other accounts, commit unauthorized intrusion into any part of EPRCenter System or use the EPRCenter System to intrude into any other system. You may not use EPRCenter services not included in your membership. Acts of interference, including but not limited to, password cracking, defrauding others into releasing their passwords, denial-of-service attacks (sending packets with an illegal packet size, UDP flooding, ping-flooding, half-open TCP connection flooding, etc.) are prohibited. You agree to maintain your password to access the EPRCenter System confidential, not to share it with others and you shall not permit others to use the EPRCenter System through your password. You shall contact EPRCenter promptly if you suspect that the security of your password may have been compromised. II. LINKS TO THIRD PARTY SITES The EPRCenter System may contain links to other web sites ("Linked Sites"). The Linked Sites are not under EPRCenter ' control and EPRCenter is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. EPRCenter is not responsible for webcasting or any other form of transmission received from any Linked Site. EPRCenter provides such links to you only as a convenience, and the inclusion of any link does not imply endorsement by EPRCenter of the Linked Site or any association with its operators. III. USE OF SYSTEM Information obtained via the EPRCenter System is for your internal use only and may not be further disseminated, published or otherwise disclosed without EPRCenter ' prior written consent. As a condition of your use of the EPRCenter System, you represent, warrant and covenant to EPRCenter that you will not use the EPRCenter System for any purpose that is unlawful or prohibited by these Terms and that your use of the EPRCenter System shall not be for purposes of copying EPRCenter ' business model, system designs, content or for extracting information to create or provide a competing electronic components sourcing or procurement system. You may not use the EPRCenter System in any manner that could damage, disable, overburden, or impair the web site or interfere with any other party's use and enjoyment of the EPRCenter System. You may not obtain or attempt to obtain any materials or information from the EPRCenter System through any means not expressly authorized by EPRCenter . Specifically, but without limitation, you may not attempt to access the EPRCenter system indirectly through any unauthorized third party website, software or service that disseminates electronic component part search results, or that provides aggregated electronic component part search results from multiple suppliers or other search services. EPRCenter may terminate your access to any or all of the EPRCenter System at any time without notice for any reason whatsoever. IV. USE OF COMMUNICATION SERVICES The EPRCenter System may contain various types of e-mail, direct and other communications facilities designed to enable members and suppliers to communicate and send requests for quotations, quotations, purchase orders, purchase order confirmations, supplier quality ratings, and/or other messages or communications (collectively, "Communications Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. • Send messages that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents. • Send messages that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer. • Send messages or supplier quality rating submissions that contain false or misleading information. • Request quotations for or offer to buy any goods or services that you do not have the intention and ability, financial or otherwise, to actually purchase and accept delivery thereof. • Advertise, quote or offer to sell goods or services that you do not have the ability to sell. • Conduct or forward surveys, contests, pyramid schemes or chain letters. • Receive without notifying EPRCenter any message sent by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner. • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, or engage in distribution or sale of counterfeit goods. • Restrict or inhibit any other user from using and enjoying the Communication Services. • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service. • Harvest or otherwise collect information about others, including contact information such as e-mail addresses, for the purpose of building "contact" or "lead" lists. • Violate any applicable laws or regulations. EPRCenter shall have no obligation to monitor the Communication Services. However, EPRCenter reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. EPRCenter reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. EPRCenter further reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. Materials sent to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you received the materials. You may not send unsolicited e-mail to any recipient that has not specifically made its e-mail available for such purposes. You agree not to transmit, promote, or otherwise make available any software, product or service that is either illegal or designed to violate these Terms. Such software, products or services include, but are not limited to, programs designed to send unsolicited advertisements (i.e., "spamware") and services which send unsolicited advertisements. You may not continue to send e-mail to a recipient if recipient has requested that you discontinue such communication. EPRCenter prohibits the transmission of e-mail that is false, misleading, harassing, libelous, defamatory, legally obscene or pornographic, threatening, abusive or hateful to non-consenting recipients. The forwarding or propagation of chain letters of any type (including charity requests or petitions for signatures) is prohibited. "Mailbombing" (i.e., flooding a user or site with large or numerous e-mail messages) is prohibited. V. MATERIALS PROVIDED TO EPRCenter OR POSTED ON THE EPRCenter SYSTEM EPRCenter does not claim ownership of the materials provided to EPRCenter or posted, uploaded, inputted or submitted to the EPRCenter System (collectively "Submissions"). However, by registering, posting, uploading, inputting or submitting your Submission you are granting to EPRCenter and its sublicensees permission to use your Submission in connection with the operation of the EPRCenter System and its use by others including, without limitation, the rights to: publicly display, reformat your Submission, publish your name in connection with your Submission on the EPRCenter web site and any other web sites to which EPRCenter provides content and, if you are a member, provide your name and contact information to suppliers with respect to which you submit a supplier quality rating. No compensation will be paid with respect to the use of your Submission. EPRCenter is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in its sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions. You represent and warrant to EPRCenter that the information provided by you in your member and/or supplier registration is true, complete and correct and you agree to update such information record periodically as needed. EPRCenter requires that you are qualified to contract. EPRCenter cannot accept payments from persons who are not at least eighteen (18) years of age. Electronic component suppliers registering to upload their inventory databases onto the EPRCenter System agree to the following additional terms and conditions: • Each supplier hereby grants to EPRCenter a non-exclusive, royalty-free license, for as long as the supplier's registration with EPRCenter remains in effect, to display the supplier's inventory data and company contact information on the EPRCenter System, including the EPRCenter web site and other sites that EPRCenter may provide content to, and incorporate same into the EPRCenter parts searching and ordering system for access and use by EPRCenter members or other users. Each supplier further authorizes EPRCenter to grant sublicenses to EPRCenter members or other users to access, search and use the supplier's inventory data via the EPRCenter System pursuant to these Terms. • Suppliers not desiring to have their Submissions displayed on the EPRCenter System at web sites other than the EPRCenter web site may opt-out by notifying EPRCenter in writing via facsimile or e-mail. • Suppliers agree to maintain their inventory data uploaded onto the EPRCenter System as current, both in terms of the content of the inventory file and the frequency of the file uploads. • Suppliers agree to not include misrepresentations or counterfeit parts in their Submissions. • Suppliers shall, if applicable, clearly and accurately identify any inventory file submitted for inclusion in the database that contain reproductions, either in whole or part, of another supplier's inventory file. Supplier will apply this clear and accurate identification to the applicable inventory file name and/or the description field on each of the applicable line items ("OEM Excess", "Overseas Stock", "Available", "2-3 Days", etc.). • Suppliers shall not submit a quotation for parts that they do not have the ability to sell and deliver at the time indicated in the quotation. • EPRCenter shall have the right, exercisable in its sole and absolute discretion, to exclude portions of, and perform minor manipulations to, supplier Submissions, including, for example, the elimination of certain data fields that do not materially impact the usefulness of the information provided. • EPRCenter shall have the right, exercisable in its sole and absolute discretion, to make certain classifications on Suppliers, such as their authorized status, and to make certain classifications on Supplier’s inventory data, such as its inventory type/in-stock status. Each Supplier acknowledges that EPRCenter classifications are inherently subjective in nature because they are based on a best-efforts approach. These classifications may differ from the Supplier’s own claimed classification and may change over time as additional information, including member feedback, becomes available. Placement location and inclusion on the search results on EPRCenter web site and other sites that EPRCenter may provide content to may be affected by classifications. EPRCenter shall have no liability or obligation with respect to the accuracy or completeness of such classifications and Suppliers shall hold EPRCenter harmless from and against any claims or other obligation or liability relating to same. • Each supplier using the EPRCenter System consents and agrees to the collection, tabulation and display to EPRCenter members of supplier quality rating Submissions from other EPRCenter members regarding such supplier. Each supplier acknowledges that supplier quality ratings and/or other survey responses are inherently subjective in nature and that the individual ratings and opinions submitted by EPRCenter members are solely those of the submitting member and not the ratings or opinions of EPRCenter . EPRCenter shall have no liability or obligation with respect to the accuracy or completeness of such ratings or Submissions and suppliers shall hold EPRCenter harmless from and against any claims or other obligation or liability relating to same. VI. LIABILITY DISCLAIMER USE OF ANY INFORMATION OBTAINED OR SERVICES PROVIDED VIA THE EPRCenter SYSTEM IS AT YOUR OWN RISK. THE INFORMATION INCLUDED IN OR AVAILABLE THROUGH THE EPRCenter SYSTEM MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. EPRCenter MAY LIMIT THE TOTAL NUMBER OF RESULTS RETURNED FROM SEARCHES IN THE EPRCenter SYSTEM DUE TO PERFORMANCE, PRACTICAL USEFULNESS AND OTHER CONSIDERATIONS AS DETERMINED BY EPRCenter IN ITS SOLE AND ABSOLUTE DISCRETION. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. EPRCenter AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE CHANGES IN THE EPRCenter SYSTEM AT ANY TIME. INFORMATION RECEIVED VIA THE EPRCenter SYSTEM SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL, FINANCIAL OR OTHER DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. EPRCenter AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, PRODUCTS AND SERVICES CONTAINED ON THE EPRCenter SYSTEM FOR ANY PURPOSE. ALL SUCH INFORMATION, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EPRCenter AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION, PRODUCTS AND SERVICES INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO INFORMATION GIVEN BY EPRCenter , ITS EMPLOYEES, AFFILIATES OR CONTRACTORS SHALL CREATE A WARRANTY EITHER EXPRESS OR IMPLIED. IN NO EVENT SHALL EPRCenter AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE EPRCenter SYSTEM, WITH THE DELAY OR INABILITY TO USE THE EPRCenter SYSTEM OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EPRCenter OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE EPRCenter SYSTEM, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE EPRCenter SYSTEM. VII. GENERAL You agree to defend, hold harmless, and expeditiously indemnify EPRCenter from any and all liability, claim, loss, damage or expense arising out of your breach or violation of any covenant contained in these Terms, or resulting from your use of the EPRCenter System (or if you are a supplier, the uploading of inventory data onto the EPRCenter System). These Terms are governed by the laws of the State of Florida, U.S.A. You hereby consent to personal jurisdiction and venue in the courts located in Palm Beach County, Florida, U.S.A. in all disputes arising out of or relating to the use of the EPRCenter System. Use of the EPRCenter System is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and EPRCenter as a result of your agreement with these Terms or use of the EPRCenter System. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the Terms as revised shall continue in effect. Unless otherwise specified herein, these Terms constitute the entire agreement between you and EPRCenter with respect to the EPRCenter System and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and EPRCenter with respect to the EPRCenter System. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. VIII. ENFORCEMENT When EPRCenter becomes aware of an alleged violation of these Terms, EPRCenter will initiate an investigation. During the investigation, EPRCenter shall have the right to restrict your access to the EPRCenter System in order to prevent further possible unauthorized activity. Depending on the severity of the violation, EPRCenter may, at its sole discretion, immediately restrict, suspend, or terminate your account and/or pursue other civil remedies. If such violation is a criminal offense, EPRCenter may notify the appropriate law enforcement agency of such violation. You agree to hold EPRCenter harmless from any claims relating to any action taken by EPRCenter as part of an investigation into a suspected violation of these Terms or as a result of its conclusion that a violation of these Terms has (or has not) occurred. IX. COPYRIGHT NOTICES AND INFRINGEMENT CLAIMS PROCEDURES All contents of the EPRCenter System are: © Copyright 1997-2010 EPRCenter and/or its suppliers. All rights reserved. EPRCenter , EPRCenter Global Electronic Components Database, Datasheet Locator and DILP are trademarks of EPRCenter , Inc. Certain elements of the EPRCenter System are the subject of one or more pending patent applications or issued patents. Any rights not expressly granted herein are reserved. Copyright Infringement Claims Procedures pursuant to Section 512 of the U.S. Copyright Act, as amended. X. REPORTING VIOLATIONS Any party seeking to report any violations of these Terms may contact EPRCenter