1. Background:
Molex, LLC and its affiliates (collectively "Molex") maintains a self-service, electronic tool (the "Tool") for customers, distributors, representatives and others (collectively, along with their respective employees, contractors and agents, "Users") to purchase certain Molex products. Certain types of users (as determined by Molex in its sole discretion) may have access to additional functions within the Tool to review confidential business information (including, but not limited to, real time pricing, product availability, order status, post ordering information and other information relating to the sale of Molex products) as well as other services.
Use of the Tool is subject to the terms and conditions contained in these Online Terms of Use (the "Terms of Use").
Molex makes no representation that materials on the Tool are appropriate or legal for use in all jurisdictions. Access to the Tool from locations where its content is illegal is prohibited. By accessing the Tool, User agrees to comply with all laws and regulations applicable in its jurisdiction.
2. Registration:
Eligibility. Access to and use of the Tool is restricted to registered Users. There is no right to use the Tool and access may be terminated by Molex at any time. Molex has sole discretion in determining whether to grant access, and if so, the level of access granted to the User.
Registration Process.
(a) The registrant will complete the registration form on the Molex website www.my.molex.com, including selecting its desired password and agreeing to the terms of use set forth in this Agreement. Failure to agree to these terms of use will automatically disqualify the registrant from being granted access to the Tool.
(b) If registrant's request for access is approved, Molex will activate the User's account and notify User of the account activation. At that point, User may log onto the Tool using the password selected during the registration process.
(c) If registrant's request for access is denied, Molex will notify the registrant of its decision. All decisions of Molex regarding access to the Tool will be made at the sole discretion of Molex.
3. Provision of Services:
Availability of Services. Except for regularly scheduled down time for maintenance of the Tool, Molex will use commercially reasonable efforts to make the Tool available on a 24/7 basis. However, Molex has no liability if a User cannot access the Tool or any of its functions for any reason.
Modification of Services. Molex will be entitled at its sole discretion to modify the Tool and/or any of its functions, including, but not limited to, ceasing to provide the Tool and/or any of its functions.
Viruses. Although Molex will take commercially reasonable efforts to screen for viruses and other malicious code, Molex cannot guarantee that the Tool will be free of viruses and other malicious code. As such, User will take appropriate security measures and will utilize screening for viruses and other malicious code when accessing the Tool.
Changes to Terms of Use. Molex will be entitled at any time to amend or update the Terms of Use. Amendments and/or updates to these Terms of Use will be available on the Tool. Should User not agree to the amendments and/or updates to the terms of use, User will immediately cease any further access to the Tool. Continued access after amendment and/or update of the Terms of Use will represent User's agreement to the amended and/or updated Terms of Use.
Computer Equipment. User acknowledges and agrees that it is solely responsible for providing and maintaining the computer, software, communications equipment and services required for accessing and using the Tool, and for all telecommunications and Internet service fees and charges incurred by User in accessing the Tool.
Monitoring. Molex reserves the right to electronically monitor activities by Users and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Tool, or to protect the Tool and its sponsors and users, or Molex. Molex reserves the right at any time to refuse to post, to remove, or to block or limit access by any party to any information or posted or uploaded materials at any time.
4. Duties of User:
Protection of User Name and Password. The User agrees that the user name provided by Molex and password selected by User to allow User access to the Tool is unique to the individual that registered for access to the Tool. User will not share their user name and/or password with anyone else, including, but not limited to, other persons within their same company. If more than one person from an organization is seeking access to the Tool, each person from that organization is required to complete the registration process. Failure to comply with this protection of user name and password provision is grounds for immediate termination of rights by the User to access the Tool. In Molex's sole discretion, it may terminate the right to access the Tool by the User and any organization in which User belongs. User will be liable for any damages to Molex caused by User not protecting the confidentiality of its user name and/or password.
Current Information. User will inform Molex in a timely manner of any changes to the information provided by User to Molex during the registration process.
Termination of User. A User will timely notify Molex if it no longer needs access to the Tool so that Molex can terminate the access rights of the User. Instances where termination of User would be appropriate include, but are not limited to, termination of employment with the employer for which User required access to the Tool and transfer of position within the employer for which User required access to the Tool if such no position no longer directly needs access to the Tool.
Prohibited Behavior. While using the Tool, a User will not:
(a) restrict or inhibit any other user from using and enjoying the Tool;
(b) infringe any intellectual property right or any other proprietary right;
(c) post or transmit any fraudulent, libelous, defamatory, obscene, pornographic, abusive, offensive, or otherwise unlawful material or information of any kind;
(d) transfer any content containing a virus, a " Trojan horse", or any other programs or code which could cause damage to the Tool;
(e) reproduce, duplicate, copy, sell, or resell any content or portion of the Website, design elements or layout of the Website, use of the Website, or access to the Website.
(f) publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Website which is protected by copyright, or other proprietary right, without obtaining permission of the copyright owner or rightholder; or
(g) distribute advertising or unsolicited emails (i.e., "spam") or hoax warnings of viruses, defects or similar material, or solicit or request participation in any lottery, chain letter, pyramid scheme or similar type of activity.
Viruses. User will take appropriate security measures and will utilize virus scanning software to ensure that it does not upload any viruses into the Tool.
5. Intellectual Property; Confidentiality:
Intellectual Property. As between User and Molex, Molex will be the sole owner of the Molex information contained in the Tool, including all intellectual property rights contained in such information. Except as otherwise necessary to use the Tool for User's business with Molex, User will not modify, reproduce, sell, rent out, use, supplement or otherwise exploit in any way the Molex information contained in the Tool. User will grant to Molex a non-exclusive, royalty-free, worldwide license to use, reproduce, edit, perform and display in full or in part content that User will input into the Tool. Except for the rights specifically granted in this Agreement, no other rights will be granted to User, including, but not limited to, the right to use Molex's name or other intellectual property rights, including, but not limited to, Molex patents, trademarks, copyrights, trade secrets or other intellectual property rights, nor will any duty to grant to User such rights will be implied by providing User access to the Tool.
Confidentiality. In the course of accessing the Tool, the parties recognize that User may come in contact with or become familiar with information which Molex or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to Molex, its system, and other business and technical information, which information may be of value to a competitor. User agrees to (a) protect the confidential information in a reasonable manner; (b) use confidential information only to perform its obligations under this Agreement; (c) reproduce confidential information only as required to perform its obligations under this Agreement; and (d) not to discuss or divulge it to anyone other than appropriate Molex personnel or their designees. This section will not apply to information which is publicly known, already known to the User without any obligation of confidentiality; disclosed by Molex to a third party without restriction; or disclosed pursuant to legal requirement or order.
6. Warranty; Indemnification; Liability:
No Warranty. the Tool is provided "as is" without any warranties whatsoever, express or implied. User's use of the Tool is at your sole risk. Neither Molex nor their respective officers, directors, managers, partners, or employees, warrants that the Tool or any use thereof will be uninterrupted or error free, nor do any of them make any warranty as to the results that may be obtained from the use of the Tool, or as to the currency, accuracy, reliability or content of any information, service, or merchandise contained in or provided through the Tool, or any software provided for use in accessing the Tool. Information accessible through the Tool is for informational purposes only. User acknowledges and agrees that only true and correct invoices or other purchase agreement documents issued by Molex accurately reflect the purchases of Molex products and services made by User.
Indemnification. User will indemnify Molex against any damage or expense (collectively, "Damages") caused by User as a result of User's access to the Tool. In addition, User will indemnify Molex for any claim of third party intellectual property infringement relating to any content that User posts to the Tool. The provisions of this section are intended to apply in all circumstances, regardless of the grounds or nature of any claim asserted (including contract, statute, any form of negligence, tort, strict liability or otherwise) and whether or not the party seeking indemnification was advised of the possibility of the damage or loss asserted, to the extent not contrary to applicable law. Limitation of Liability: As Molex is providing User access to the Tool at no charge, User agrees that Molex will not be liable for any Damages to User, unless such Damages result from the gross negligence or willful misconduct of Molex. EXCEPT TO THE EXTENT REQUIRED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE OR WILLFUL MISCONDUCT, WILL MOLEX BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, WHETHER UNDER CONTRACT, TORT, WARRANTY OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT MOLEX HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
7. Data Protection:
Protection of PII: In order to enable User to access the Tool, personally identifiable information (hereinafter, "PII") must be stored and processed by Molex. When collecting, using, processing and storing PII, Molex will use commercially reasonable efforts to comply with relevant data protection laws and with the Molex Privacy Policy, which can be found at https://privacypolicy.kochind.com/.
8. Sale of Goods:
The terms and conditions in this paragraph apply to the sale of any goods purchased by User on the Tool. All purchases by Users and sales by Molex are expressly limited and conditioned upon acceptance of these terms and conditions. Molex objects to and rejects any provision additional to or different from these terms and conditions that may appear in User's purchase order, acknowledgement, confirmation, writing, or in any other prior or later communication from User.
The United Nations Convention on Contracts for the International Sale of Goods will not apply.
All sale of goods will be governed by the applicable master agreement or, if one does not exist, Molex's Standard Terms and Conditions of Sale located at the following site:
9. Miscellaneous Provisions:
Governing Documents. This Agreement sets forth the only terms and conditions under which User will access the Tool. To the extent, if any, that any purchase order, order acknowledgment, invoice, packing slip, quotation or any similar document relating to the matters addressed by this Agreement includes terms and conditions that are in addition to or differ from the terms and conditions of this Agreement, those additional and/or differing terms and conditions will be of no force or effect, and Molex expressly rejects any such additional and/or differing terms and conditions of User.
Termination. This Agreement may be terminated by either part upon thirty (30) days written notice to the other party, or immediately by Molex upon the material breach by User.
Relationship of the Parties. Nothing contained herein will be deemed to create or be construed as creating a joint venture or partnership between the parties. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind such other party in any manner. Further, it is not the intention of this Agreement or of the parties hereto to confer a third party beneficiary right of action upon any third party or entity whatsoever, and nothing in this Agreement will be construed so as to confer upon any third party or entity other than the parties hereto a right of action under this Agreement or in any manner whatsoever.
Waiver. No waiver of any provision of this Agreement or any rights or obligations of either party hereunder will be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing.
Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision by a court of competent jurisdiction, such provision will be construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability. The remainder of this Agreement will remain valid and enforceable according to its terms. The parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly effects the parties' original intent in entering into this Agreement or to provide an equitable adjustment in the event no such provision can be added.
Assignment. Neither this Agreement, nor any right, license, privilege or obligation provided herein may be assigned, transferred or shared by either party, and no obligations hereunder may be delegated, without the other party's prior written consent, which consent will not be withheld unreasonably, and any attempted assignment, transfer or delegation will be void. Subject to the provisions of the preceding sentence, any merger, consolidation, reorganization, transfer of substantially all assets of a party, or other change in control or ownership will be considered an assignment for the purposes of this Agreement.
Governing Law. These Terms of Use and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or in any way relates to these Terms of Use, will be governed by the internal laws of the State of New York (including its laws regarding statutes of limitations), without application of that State's conflict of law principles. The parties hereto hereby consent and agree to submit to the exclusive jurisdiction of the State and federal courts located in Manhattan, NY for any litigation or other proceeding that may be based upon, arise out of or in any way relates to these Terms of Use. Neither party may commence any litigation or other proceeding with respect to these Terms of Use except in such court. The parties further consent and agree that they will accept service of process by U.S. certified mail, return receipt required and postage prepaid, to the addresses set forth above. THE PARTIES EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THESE TERMS OF USE.
Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings and agreements between the parties with respect to the subject matter hereof, all of which are merged herein. No usage of trade or custom and practice within the industry, and no regular practice or method of dealing between the parties hereto, will be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement or any part hereof. This Agreement will not be modified, amended or in any way altered except by an instrument in writing signed by an authorized representative of the parties.
Acknowledgement
BY ACCESSING OR USING THE TOOL, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.