TeleSwitch Electronic Commerce
User Agreement and License
By accessing the Web Site or
Informational Database, your organization ("you") agree to these
terms and conditions, as modified or amended from time to time and
each time you access the Database or the Site, you reconfirm
your agreement. If you do not agree to these terms and conditions,
you may elect not to access the Database or Site, and must, if applicable,
return any accompanying software product container and its contents,
including any unopened software media package, to TeleSwitch. This
Agreement is effective from the day you initially use or install
the Software, access the Database or Site until such time as you
cease to be an authorized reseller of TeleSwitch.
1. Definitions. For purposes of this Agreement, the following definitions
shall apply:
(i) Site or Web Site. The Site or Web Site means all information,
content, concepts, program interfaces, structures, functionality,
computer code, published materials, electronic documents, graphic
files and other technology inherent in TeleSwitch's World Wide Web
Site located at www.techdata.com.
(ii) Software. The Software, if any, includes all concepts, users
and program interfaces and structures, functionality, computer code
and other technology inherent in all computer software programs and
all copies of the software supporting any of TeleSwitch's electronic
commerce tools and products. You may make and maintain one copy of
the Software per employee making authorized use of the Software.
(iii) Databases or Informational Databases.
The Informational Databases or Database includes all information
accessible from TeleSwitch through the Software or the Site, which
may include, but is not limited to, data structures, technical and
other specifications, pricing, advice, and other data and information.
All data and other information available on the Informational Databases
is proprietary, confidential and the sole property of TeleSwitch or
third parties licensing such information to TeleSwitch.
2. Security. You must enter a valid user ID and password ("access
codes") to use certain Software, access some of the Databases or access
the Web Site's secure areas. It is your sole responsibility to monitor
use of these access codes for all purposes, including, but not limited
to ordering. You accept all responsibility for the security of your
user ID and password, and utilization of the Software, Informational
Databases or Web Site via the access codes. This includes unauthorized
access by your employees or third parties, except for access by third
parties resulting from TeleSwitch's sole negligence. You have the
ability to modify your password at any time. TeleSwitch recommends
you modify your password regularly. Notify TeleSwitch immediately
if you wish to terminate your master user ID and password or have
these access codes reissued. Do not disclose your access codes to
anyone not authorized to act on your behalf.
3. Order Validity. You agree not to contest the validity or enforceability
of orders placed via the Software or through the Web Site's secure
areas under the provisions of any applicable law. All orders placed
using the user ID and password shall, for all purposes, be deemed
to be in writing signed by you and will be admissible as between the
parties to the same extent and under the same conditions as other
business records originated and maintained in documentary form.
4. Terms and Conditions of Sale. Unless otherwise stated in an express
written agreement signed by an officer of TeleSwitch, the terms and
conditions contained on TeleSwitch's written invoices, the catalog,
and available on line, as amended from time to time, shall apply to
all transactions initiated via the Software or through the Web Site.
TeleSwitch's terms and conditions of sale may vary depending upon
the country from which you are ordering or the subsidiary with whom
you do business.
ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED
NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS,
IF OTHERWISE APPLICABLE.
5. Termination and Modification. TeleSwitch may elect to update,
modify, change or terminate all or any part of the functionality available
through the Software or Informational Databases or Site, including
modification or termination of the ability to place orders or make
inquiries at any time in the future. TeleSwitch may modify this Agreement
from time to time. Any amendments or modifications may be provided
to you through on-line notice. You agree that use of the Software
or access to the Informational Databases or Site after you have, or
should have received, notice of modifications or amendments to this
Agreement will constitute acceptance of all such modifications or
amendments. You agree on termination of this Agreement immediately
to cease accessing the Informational Databases and to return any Software
provided. The Software, Informational Databases, and the Site's secure
areas are confidential information of TeleSwitch or companies licensing
TeleSwitch and contain copyrighted information.
6. License. The Software and Informational Databases are not sold
but licensed to you for your internal use in your ordinary course
of business for your review, selection, order preparation, support
and purchasing of products sold by TeleSwitch. This license is for
the period beginning with your acceptance of this Agreement until
termination by you or for failure to maintain authorized reseller
status; is non-transferable and non-exclusive; and is for use only
by your employees engaged in your computer reseller business, and
only in accordance with this Agreement and any documentation provided
to you or available on-line from time to time. You may NOT, except
as otherwise provided in the documentation or on-line (a) copy any
of the
Site, Software or Informational Databases; (b) distribute, rent,
sublicense or otherwise transfer or disclose, or (except to access
the Database in accordance with the documentation) transmit the Site,
Software or Informational Databases electronically to any person or
entity; (c) modify, translate, merge, or prepare derivative works
of the Site, Software or Informational Databases; or (d) use any of
the Site, Software or Informational Databases for service bureau or
other
purposes not specified in this Agreement or the documentation. You
may not decompile, disassemble, probe, or otherwise reverse engineer
the Software, Informational Databases or the Site.
7. Disclaimer of Warranty; Limitation of Remedies. TeleSwitch is
licensing the Software, Informational Databases and Site " AS
IS " and " AS AVAILABLE ." You acknowledge
that the Site and/or Software are licensed for use by you as a convenience
for you in communicating with TeleSwitch. You assume total responsibility
and risk for your use of the Software, Informational Databases, Site
and your use of the Internet. TELESWITCH HEREBY DISCLAIMS ALL WARRANTIES,
REPRESENTATIONS AND CONDITIONS, STATUTORY OR OTHERWISE, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY MERCHANDISE,
INFORMATION OR SERVICE PROVIDED THROUGH THE SOFTWARE, SITE OR INFORMATIONAL
DATABASES. TeleSwitch shall not be liable to you or any third party
for any damages arising from or as a result of any delay, omission
or error in electronic transmission or receipt of any orders or otherwise
made pursuant to the Software or via the Site, even if advised of
the possibility of such damages. THE DATABASE CONTAINS INFORMATION
OBTAINED BY TELESWITCH FROM MANUFACTURERS AND OTHERS THAT INDUSTRY
SOURCES BELIEVE WERE RELIABLE, BUT TELESWITCH MAKES NO WARRANTY AND
DISCLAIMS ALL WARRANTIES AND LIABILITY REGARDING DATABASE ERRORS AND
OMISSIONS, AND IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY,
COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES OR OTHER
INFORMATION CONTAINED IN THE INFORMATIONAL DATABASES AND THE SITE.
You agree that the Site and/or Software give you significant benefit
for no or a modest economic consideration. Your sole and exclusive
remedy for any breach of this Agreement by TeleSwitch shall be to
terminate the Agreement and the return of any license fee paid by
you to TeleSwitch. IN NO EVENT WILL TELESWITCH BE LIABLE FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ON
ANY LEGAL THEORY WHETHER IN CONTRACT, TORT, EQUITY OR AT LAW, EVEN
IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Additional Disclaimers
may be contained in the Software, Site and Database.
8. Governing Law. This Agreement and your use of the Software, Informational
Databases and Site are governed by internal Florida law and applicable
federal laws of the United States. The venue for any disputes arising
out of this Agreement shall be, at TeleSwitch's sole and exclusive
option, the courts with proper jurisdiction at TeleSwitch's corporate
headquarters, or the courts with proper jurisdiction at your location.
9. Your Obligations. You agree that you shall not use the Software,
Informational Databases or Site to do any of the following: (i) restrict
or inhibit any other user from using and enjoying the Internet, Site,
Software or Informational Databases; (ii) post or transmit any unlawful,
illegal, obscene or pornographic information of any kind, including,
without limitation, any transmissions constituting or encouraging
conduct that would constitute a criminal offense, give rise to civil
liability or otherwise violate any local, state, national or international
law, including, without limitation, the U.S. Export Control laws and
regulations; (iii) knowingly post or transmit any information or software
which contains a virus, worm, cancel boot or other harmful component;
(iv) upload, post, publish, transmit, reproduce, distribute or participate
in the transfer or sale, or in any way exploit any information, software
or other material obtained through the Software, Site or Informational
Databases which is protected by copyright or other proprietary right
or derivative works with respect thereto, without obtaining permission
of the copyright owner or right holder. In addition, you may not effect
or participate in any activity to (a) post to any Usenet or other
news group, forum, Email listing or similar group or list, articles
which are off topic according to the charter or other public statements
of the group or list; (b) send unsolicited mass mailings; or (c) falsify
or "spoof" user information provided to TeleSwitch or to other users
in connection with the use of Software, Informational Databases or
Site.
10. Indemnity. You agree to defend, indemnify and hold TeleSwitch
and its affiliates, and its and their directors, employees and agents
harmless from any and all liabilities, costs and expenses, including
reasonable attorneys' fees related to or arising from (a) negligent
acts or omissions by you in connection with the installations, use
or maintenance of the Software, Informational Databases or Site; (b)
claims for infringement of patents arising from the use of the Software,
Informational Databases or Site by you other than for its intended
purpose, and (c) claims of copyright infringement resulting from the
use of the Software, Informational Databases or Site by you other
than for its intended purpose.
11. Product Availability and Pricing. TeleSwitch provides access
to product and pricing information on an international basis as a
result of making such information available on the World Wide Web.
Such information may contain references or cross references to products,
programs, prices, promotions and services that are not announced or
available in your country. Such reference does not imply that TeleSwitch
intends to announce or make available such products, programs, promotions
or services, under such prices in your country. Any promotions may
not apply in your geographic region. Please check with your TeleSwitch
representative regarding product availability, pricing and promotions
and the availability thereof in your geographic area. The products
listed in the Informational Databases may not be available in your
location due to specific legal requirements related to export restrictions
and other legal or contractual requirements imposed upon TeleSwitch
or of your geographic location. TeleSwitch assumes no responsibility
for being unable to provide products or services due to such legal
or contractual requirements. You assume all responsibility for obtaining
all necessary approvals to obtain TeleSwitch products or services.
