TERMS AND CONDITIONS
Please read this End User License Agreement ("Agreement") carefully before accessing, purchasing, downloading, or otherwise using any version of the Roadmap collection, whether in whole or in part, any digital media associated or a part of the Roadmap collection, or any other digital media made available on the Site, as determined by the International Electronics Manufacturing Initiative, Inc., a Delaware corporation ("iNEMI"), from time to time (individually and collectively, "Digital Content"). Completing your purchase, downloading any Digital Content, or accessing any Digital Content signifies your acceptance of this Agreement.
In this Agreement "you" and "your" refer to each customer who purchases a license to Digital Content (whether as an individual, or as an authorized employee or representative of a corporation or other business entity). If purchasing a license in the name of a corporation, limited liability company, or other entity (“Company”), then “you” refers to such Company, and the individual making the purchase on behalf of the Company represents that he or she has full authority to bind the Company to the terms and conditions of this Agreement.
If you do not agree with this Agreement, then you should not complete your purchase, you should not affirm your acceptance by clicking to accept, you should not download any Digital Content, and you should not otherwise access or use any Digital Content.
If you obtained the Digital Content from a source other than iNEMI or otherwise impermissibly obtained a copy, then you are not licensed to hold, use, access, or otherwise possess the Digital Content, and this license does not apply to you; you should return the copy to iNEMI immediately and notify iNEMI of the source who provided the Digital Content to you.
1. Use of Digital Content
(a) iNEMI grants you a limited, nonexclusive, nontransferable, revocable license to access and use the Digital Content for your noncommercial reference and informational purposes, subject to the following:
(i) You must download each Digital Content file within [XX] days of the file being made available to you, either from the link accessible in the Site or from the original email sent to you to confirm your Digital Content order.
(ii) You may download an individual Digital Content file for your personal use. You are permitted to share the Digital Content through a network, content management, knowledge management, or other similar systems or processes within your organization, and if you are a library, research or academic institution, you may make the Digital Content available for your members, faculty, subscribers, students, participants, staff and other affiliated persons during the term of the License.
(iii) You may reproduce portions of the Digital Content, e.g., tables and graphs, with attribution to iNEMI for publication, website or internal use.
(iv) You may not annotate the text contained in any Digital Content file. You may annotate your permitted printed pages of text, but you may not reproduce annotated text.
(v) You shall not modify, alter, revise, or otherwise change any Digital Content.
(vi) You shall not create derivative works from or of any Digital Content or any annotations thereto or notes thereof.
(vii) You shall not use any robot, spider, data miner, crawler, scraper, or other automated means to access or index the Site or the Digital Content or any portion thereof, including but not limited to any metadata associated with the Digital Content.
(viii) You shall not bypass, modify, tamper, defeat, or circumvent any of the security components, special rules, or other applications that protect the Site or the Digital Content.
(ix) You shall not move, copy, reproduce, network, or otherwise transfer any Digital Content file to any computer, infrastructure, system, or other device of any other person.
(x) You shall not share, lend, lease, rent, sell, license, sublicense, transfer, network, reproduce, display, distribute, or otherwise make any of the Digital Content available to any other person or entity except as expressly set forth in this License.
(xi) You shall not use the Digital Content for any commercial or for-profit purpose, sell or charge any fee of any nature whatsoever for use or access to the Digital Content, provided that if you are a library, research or academic institution, the payment of regular member dues, tuition or similar fees by users to you for general membership or attendance shall not be considered a fee for the Digital Material.
(b) For the avoidance of doubt, any universities, libraries, or other similar institutions purchasing, downloading, or otherwise accessing or using Digital Content shall only do so in accordance with the terms and conditions of this License and you may make such Digital Content available to faculty, students, patrons, members, alumni, donors, or any other person, as specified herein. Universities, libraries, and other educational and education support institutions may contact iNEMI to discuss additional licensing options.
(c) iNEMI reserves the right to modify or discontinue the offering of any Digital Content in whole or part at any time for any reason or no reason.
(d) If a file of Digital Content, or any part thereof, becomes unavailable for download from the Site prior to download but after purchase, then your sole and exclusive remedy is the refund of the purchase price paid to iNEMI for such unit of Digital Content.
(e) Some Digital Content may not remain available for -download, if for example, iNEMI no longer has the necessary rights or other licenses, consents, or permissions to all or a part of that Digital Content or has otherwise determined to no longer make such Digital Content available. Digital Content already downloaded by you will not be affected. You take responsibility for timely downloading any paid and licensed Digital Content you purchase.
(f) You are responsible for ensuring that you can view the Digital Content in the format provided by iNEMI.
(g) Your purchase of a license to download Digital Content is non-returnable and non-refundable.
2. Ownership of the Digital Content
All intellectual property rights, including but not limited to and without limitation, all trade secrets, copyrights, trademarks, and patent rights in and to the Digital Content remain the sole property of iNEMI and its licensors. No title is granted to you and your only license rights are as expressly set forth in this Agreement.
3. Disclaimer of Warranties
ALL DIGITAL CONTENT IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INEMI, ITS AFFILIATES, ITS MEMBERS, ITS LICENSORS, AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WITH YOU, THE FOREGOING MAY NOT APPLY TO YOU, AND IN ANY EVENT, YOU AGREE TO THE LIQUIDATED DAMAGES PROVISIONS SET FORTH BELOW.
INEMI, ITS AFFILIATES, ITS MEMBERS, ITS LICENSORS, AND ITS SUPPLIERS DO NOT WARRANT THAT ACCESS TO DIGITAL CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, SUBSTANTIVELY OR OTHERWISE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY SERVER THAT MAKES DIGITAL CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL OR MALICIOUS COMPONENTS, TECHNOLOGY, CODING, OR OTHER ASPECTS, TANGIBLE OR OTHERWISE, THAT MIGHT CAUSE HARM.
INEMI, ITS AFFILIATES, ITS MEMBERS, ITS LICENSORS, AND ITS SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY DIGITAL CONTENT IN TERMS OF CORRECTNESS, PRECISION, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO THE SELECTION OF THE DIGITAL CONTENT, OR THE USE THEREOF, TO ACHIEVE YOUR INTENDED RESULTS, PURPOSE, OR THE PROCESSES OR METHODOLOGIES THEREOF OR BUSINESS OUTCOMES. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF OR RELATED TO THE USE, ACCESS, MISUSE, APPLICATION, OR OTHER REFERENCE TO THE DIGITAL CONTENT, INCLUDING BUT NOT LIMITED TO THOSE SITUATIONS INVOLVING THIRD PARTIES.
UNDER NO CIRCUMSTANCES SHALL ANY DIGITAL CONTENT BE DEEMED LEGAL, TAX, OR ANY SUCH OTHER PROFESSIONAL ADVICE. YOU ARE ENTIRELY RESPONSIBLE FOR OBTAINING YOUR OWN SUCH LEGAL, TAX, OR OTHER ADVICE OR SERVICES FROM A QUALIFIED PROFESSIONAL.
4. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL INEMI, ITS AFFILIATES, ITS MEMBERS, OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHERWISE EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS OR LOST OPPORTUNITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR ANY OTHER LEGAL THEORY AND WITHOUT REGARDS AS TO WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
INEMI’S AGGREGATE LIABILITY, IN ANY EVENT, ARISING OUT OF YOUR USE OF, MISUSE OF, INABILITY TO USE, OR OTHERWISE RELATED TO THE DIGITAL CONTENT SHALL NOT EXCEED THE LESSER OF ONE HUNDRED DOLLARS OF UNITED STATES CURRENCY (US $100) OR THE AMOUNT ACTUALLY PAID BY YOU TO INEMI FOR THE ITEM OF DIGITAL CONTENT, OR A PART THEREOF, THAT GIVES RISE TO SUCH LIABILITY.
TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW THE LIMITATIONS SET FORTH HEREIN, THE FOREGOING MAY NOT APPLY TO YOU, AND YOU AGREE THAT DAMAGES MAY BE DIFFICULT, INCONVENIENT, IMPRACTICAL, OR IMPOSSIBLE TO CALCULATE, SO YOU AGREE TO ACCEPT LIQUIDATED DAMAGES IN THE AMOUNT OF ONE HUNDRED DOLLARS OF UNITED STATES CURRENCY (US $100) AS THE FULL AND FINAL AMOUNT IN SATISFACTION FOR ANY CLAIM, DEMAND, SUIT, INJURY, OR OTHERWISE FOR DAMAGES.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS INEMI, ITS LICENSORS, ITS MEMBERS, ITS SUPPLIERS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR SUBSIDIARIES, FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, LAWSUITS, PROCEEDINGS, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES) ARISING OR RESULTING FROM (I) YOUR VIOLATION OF THIS AGREEMENT OR ANY OTHER APPLICABLE TERMS OR CONDITIONS; (II) YOUR UNAUTHORIZED USE OF ANY DIGITAL CONTENT; (III) ANY INCOMPLETE OR INACCURATE INFORMATION OR DATA PROVIDED BY YOU; (IV) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT; OR (V) YOUR MISUSE OF DIGITAL CONTENT OR ANY IMPERMISSIBLE POSSESSION OF DIGITAL CONTENT.
INEMI RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO ASSUME, DIRECT, OR PARTICIPATE, AT YOUR AND YOUR ORGANIZATION’S EXPENSE, IN THE INVESTIGATION, SETTLEMENT, LITIGATION, PROCEEDINGS, AND DEFENSE OF ANY ACTION OR CLAIM TO WHICH IT IS ENTITLED TO INDEMNIFICATION. NO CLAIM SHALL BE SETTLED WITHOUT INEMI’S PRIOR WRITTEN CONSENT UNLESS SUCH SETTLEMENT INCLUDES A COMPLETE RELEASE OF INEMI AND ITS MEMBERS FROM ALL LIABILITY AND DOES NOT CONTAIN OR CONTEMPLATE ANY PAYMENT BY, OR INJUNCTIVE OR OTHER EQUITABLE RELIEF BINDING UPON, INEMI.
This Agreement will terminate immediately without notice from iNEMI if in iNEMI’s sole discretion you fail to comply with any term or provision of this Agreement or otherwise misuse Digital Content. Upon termination, you must destroy all the Digital Content obtained from iNEMI or otherwise. Your obligation to indemnify, defend, and hold harmless iNEMI will, in any event, survive the termination of this Agreement, and your liability and responsibility to iNEMI will, in any event, survive termination of this Agreement. The provisions of Sections 2, 3, 4, 5, and 10-15 shall survive termination of this Agreement.
7. Export Issues
No Digital Content from iNEMI may be downloaded or otherwise exported or re-exported in violation of any applicable U.S. export laws, rules, or regulations, or in violation of any other applicable laws, rules, or regulations. You agree to comply with the export and trade restrictions with certain countries as regulated by the U.S. Office of Foreign Assets Control, and other applicable export laws.
8. Limited Membership License for Qualifying Members
This section only applies to members of iNEMI who are in good standing with iNEMI with all dues owed to iNEMI having been paid to iNEMI (in iNEMI’s sole discretion) and fulfillment of any other obligations to iNEMI (such qualified member is a “Qualifying Member”). This section does not apply to any other person or entity, including but not limited to past iNEMI members, iNEMI members not in good standing with iNEMI, members violating any law or regulation in their use or misuse of Digital Conduct, members who are not deemed Qualifying Members in iNEMI’s sole discretion, or others.
Subject to the other terms of this Agreement, iNEMI agrees to license to a Qualifying Member the right to place select Digital Content on the Qualifying Member’s internal websites, including any information or knowledge management system, in consideration of the Qualifying Member’s current and continued membership in iNEMI and the agreement by the Qualifying Member to restrict access to the Digital Content on its internal website to the Qualifying Member’s officers, directors, and employees, whom Qualifying Member has determined have a legitimate reason to have access to the Digital Content in furtherance of the Qualifying Member’s lawful business objectives ("Authorized Personnel"). Qualifying Member is responsible for advising Authorized Personnel of the limited use of the Digital Content permitted under this Agreement, and is responsible for any violation of the license by such Authorized Personnel.
Qualifying Member agrees not to permit access, copying, or transfer of Digital Content to any other company, government, entity, or individual other than the Authorized Personnel, without regard to whether any of the foregoing are related to or under common control or have shared interests or shareholders with Qualifying Member, and to take such steps to prevent unauthorized access, copying, or transfer as it does with its own important documents, information, and databases. In the event that iNEMI has reason to believe that Qualifying Member has breached this Agreement or the Qualifying Member does breach this Agreement, iNEMI shall have the right to terminate this Agreement upon written notice of iNEMI to Qualifying Member. In such event, Qualifying Member shall immediately remove the Digital Content from its internal websites, return any copies, and otherwise destroy any saved, retained, printed, or versions of the Digital Content.
9. Government Restricted Rights
The Digital Content is a commercial item, (as defined in FAR Part 12) developed with private funds and any purchase or use of such by the government will be subject to the then-standard license terms and conditions.
10. Government Law and General Provisions
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any principles of conflicts of law. The federal court located in the Eastern District of Virginia (or, if such federal court lacks jurisdiction, in the Circuit Court for Fairfax County, Virginia) shall be the exclusive jurisdiction for all disputes arising from or relating to this Agreement. You hereby irrevocably agree to the exclusive jurisdiction of such courts in any disputes arising from or relating to this Agreement. You further agree to accept such venue and service of process in any manner permitted by such courts.
11. Wavier of Jury Trial; Limitation on Claims
EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT, THE DIGITAL CONTENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF RELATING TO THESE TERMS MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM OR CAUSE OF ACTION SHALL BE FOREVER BARRED.
12. Severability; Updates; Assignment
If any provision of this Agreement shall be held to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions, provided however that if enforcement of this Agreement in the absence of such provision would materially deprive a party of the value of its original bargain, the parties will meet and negotiate in good faith a reformation of the Agreement to reflect as nearly as possibly the disallowed provision. . This is the entire Agreement between the parties relating to the subject matter herein. iNEMI may revise this Agreement at any time without notice by updating this posting, and such updated Agreement shall apply to any license purchased following such notice. You may not assign this Agreement or any right or obligation hereunder. iNEMI may assign this Agreement without your consent or approval.
You agree to pay all value added, sales, and other taxes (other than taxes based on iNEMI’s income) related to the license granted hereunder, upon receipt of invoice from iNEMI for such taxes.
14. Force Majeure
iNEMI shall not be liable for any delay or failure of performance of this Agreement, unavailability of the Digital Content, and no delay or failure of performance or unavailability shall constitute a default or give rise to any liability for damages or otherwise if such delay or failure is caused by a “force majeure event.” As used in this Agreement, “force majeure” includes, but is not limited to, acts of God, civil disturbance, labor disruptions, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantines, embargoes and other similar governmental action, and any other causes which are beyond the control of iNEMI.
The parties desire that this Agreement be construed according to its terms, in plain English, without constructive presumptions against the drafting party, and without reference to the section headings.
Except as expressly provided otherwise herein, all notices to iNEMI must be in writing, delivered by email sent to the administrative contact address provided on the iNEMI Site or via overnight courier or certified mail, return receipt requested to iNEMI (Attention CEO), 2214 Rock Hill Road, Suite 110, Herndon, VA 20170-4214 USA, Phone: +1.703.834.0330, Fax: +1.703.834.2735:
All notices to you will be: (i) delivered to your mailing address or e-mail address provided to iNEMI by you in your account information, or (ii) posted on iNEMI’s Site.