E Ink 元太科技 产品

Documentation Usage Agreement

OBJECTIVE AND SCOPE

IMPORTANT. READ THE FOLLOWING DOCUMENTAION USAGE AGREEMENT (“AGREEMENT”) COMPLETELY. BY SELECTING THE “I ACCEPT” BUTTON AT THE END OF THIS PAGE, YOU INDICATE THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT. YOU MAY THEN DOWNLOAD THE DOCUMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SELECT THE "I ACCEPT" BUTTON AND YOU WILL HAVE NO RIGHT TO, AND MUST NOT ACCESS, DOWNLOAD OR USE, THE DOCUMENT.

This is a legal agreement between you, either as an individual or as an authorized representative of your employer (collectively “Downloader”), and E Ink Holdings Inc. (“E Ink”). (If you are acting as an authorized representative of your employer, by clicking “I ACCEPT,” you represent that you are duly authorized to do so by your employer and that this Agreement is binding upon your employer.) It concerns your rights to access and use the Documentation (as defined below). In consideration for E Ink allowing Downloader to access the Documentation, Downloader agrees to be bound by the terms of this Agreement. If Downloader does not agree to all of the terms of this Agreement, do not download the Documentation. If at any point Downloader no longer agrees to all the terms of this Agreement, stop using the Documentation immediately and delete all copies of the Documentation in Downloader’s possession or control. Any copies of the Documentation that Downloader has already distributed, where permitted, and that have not been destroyed, will continue to be governed by this Agreement. Also, Downloader’s prior use of the Documentation will also continue to be governed by this Agreement. 

DEFINETIONS

Capitalized terms used in this Agreement have the respective meanings assigned in Schedule 1 annexed hereto. Defined terms used in this Agreement are to be understood in their singular and plural forms.

PROMISSION OF USE

Subject to the terms of this Agreement, E Ink hereby grants to Downloader during the Term to use the Documentation solely to the evaluation of optional business opportunity between the parties hereof (“Permitted Use”). 

Legends

  • Downloader shall not remove, alter, or obscure any copyright, patent, trade secret, proprietary rights, or other legal notices appearing in or on copies of the Documentation, and shall reproduce all such notices on any copies of all or part of such items made by or for Downloader.

Intellectual Property Rights

  • E Ink retains all right, title, and interest in and to the Documentation and Downloader shall not take any action that is inconsistent with that title and ownership. Downloader does not acquire any ownership interest in the Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with all terms, conditions, and restrictions under this Agreement.

WARRANTIES DISCLAIMED

ALL DOCUMENTATION IS PROVIDED AS IS. E INK DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO DOCUMENTATION, INCLUDING WARRANTIES AS TO ACCURACY OR COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

E Ink shall not be liable to DOWNLOADER for damages arising from the use of any DOCUMENTATION, whether from errors or omissions or otherwise. 

Indemnity

Downloader shall bear responsibility for breach of this Agreement, and any use of Documentation not contemplated under this Agreement (each, a “Violation”), by (i) Downloader or (ii) any other Person who gains access from Downloader. Downloader shall indemnify E Ink against any and all claims, damages and expenses (including without limitation attorneys’ fees and court costs) arising from or in connection with any Violation; provided that nothing in this Agreement shall limit E Ink’s right to independently pursue any legal or equitable remedy (including without limitation seeking injunctive relief) against the Person whose act or omission constituted, contributed to or otherwise caused the Violation.

TERMINATION

E Ink may terminate this Agreement immediately upon written notice to Downloader. The provisions of all sections of this Agreement except Section 2 shall survive any termination of this Agreement.

STRICT COMPLIANCE WITH LAWS; EXPORT CONTROL LAWS

Downloader shall comply with all applicable Export Control Laws with respect to any Documentation. Without limiting the generality of the preceding sentence, Downloader shall not export, re-export, or transfer, either directly or indirectly, any Documentation (whether tangible or intangible) that is subject to Export Control Laws to (a) any country subject to a comprehensive United States trade embargo (currently Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine; Cuba; Iran; North Korea; and Syria), including any resident or national of any such country, (b) any country where a license is not obtained due to a limited sanction (currently Russia and Belarus), or (c) any Prohibited Person.

GENERAL TERMS

No Assignment

  • This Agreement may not be assigned by Downloader without the prior written consent of E Ink and shall be binding upon the parties’ successors, legal representatives, and permitted assigns. 

Integration & Amendment

  • This Agreement supersedes all prior agreements and understandings between the parties concerning the subject matter of this Agreement, and any waiver, amendment or modification of this Agreement will not be effective unless contained in a writing signed by the party or parties to be bound, and any variance from or addition to the terms of this Agreement contained in any acknowledgement or other written notification will be of no effect. No failure or delay by a party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. A waiver of any term or condition of this Agreement in any one or more instances shall not be construed to be a general waiver or a waiver of any other term or condition or a waiver of any subsequent breach. Acceptance by a party of another party’s purchase orders or confirmations shall not, insofar as such purchase orders or confirmations may be inconsistent herewith or additional hereto, alter, vary or add to the terms of this Agreement.

Severability

  • If any provision hereof is invalid or unenforceable in any jurisdiction, to the fullest extent permitted by law, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable in such jurisdiction and shall be construed in order to carry out the intentions of the parties as nearly as possible. The invalidity or unenforceability of any provision hereof in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Governing Law; Venue, etc

  • This Agreement and all Causes of Action shall be governed by, and enforced in accordance with, the internal laws of the Republic of China, without regard for any choice or conflict of laws rule or principle that would result in the application of the domestic substantive law of any other jurisdiction, and all Causes of Action shall be instituted and prosecuted exclusively in the Hsinchu District Court as the court of first instance, and (b) each party irrevocably waives any claim of inconvenient forum or other objection it may now or hereafter have with respect to the venue of any proceeding brought in such court. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Equitable Relief

  • Each party shall be entitled to a decree compelling specific performance with respect to, and shall be entitled, without the necessity of filing any bond, to the restraint by injunction or temporary restraining order of any actual or threatened breach of any material obligation of the other party under this Agreement to the extent permitted by a court of competent jurisdiction. The foregoing remedy is in addition to any and all remedies available at law and shall not require the moving party to first exhaust other remedies.

SCHEDULE 1: DEFINITIONS

“Agreement”

  • has the meaning ascribed to it in the preamble.

“Causes of Action”

  • means all claims and causes of action whatsoever, whether in contract, tort (including negligence), or statute, that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, including claims and causes of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement.

“Documentation”

  • means such documentation that E Ink makes available to its customer or potential customer, as updated from time to time by E Ink.

“E Ink”

  • has the meaning ascribed to it in the preamble to this Agreement.

“Export Control Laws”

  • means all applicable export control laws and regulations promulgated by a Governmental Authority, including United States Export Administration Regulations (EAR) and regulations and orders administered by the United States Office of Foreign Assets Control (OFAC), as amended or re-enacted from time to time.

“Governmental Authority”

  • means the government of the Republic of China, of the United States, of any state of the United States, any political subdivision of each of the foregoing, and any other governmental authority, instrumentality, agency, or commission, domestic or foreign, including any court, tribunal, administrative agency or board thereof.

"Intellectual Property Rights"

  • means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Downloader”

  • has the meaning ascribed to it in the preamble to this Agreement.

“Permitted Use”

  • has the meaning ascribed to it in Section 2.1 of this Agreement.

“Person”

  • means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or entity, and any government or department, agency, or political subdivision thereof.

“Prohibited Person”

  • means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or entity, and any government or department, agency or political subdivision thereof, to whom or to which the government of the United States or any agency thereof requires an export license or other governmental approval for the export, re-export, deemed export or re-export, or other transfer of information, unless at the time of such export, re-export, deemed export or re-export, or other transfer such license or approval has been obtained. Without limitation, “Prohibited Person” includes any person listed on the Entity List or Denied Persons List maintained by the United States Department of Commerce or the list of Specifically Designated Nationals and Blocked Persons maintained by the United States Department of Treasury.

“Term”

  • means the period from the day Downloader clicks the “I Accept” button, as recorded by E Ink, until this Agreement is terminated in accordance with the terms of this Agreement.

“Violation”

  • has the meaning ascribed to it in paragraph 5 of this Agreement.