Please read these Terms and Conditions, which set forth the legally binding terms and conditions for your use of the services (the “Service”) offered by Eclectus Technologies Inc. (“We”, “our”, “us”, “Eclectus”, or the “Company”), its website, eclectustech.net and mobile applications (collectively the “Site”).
Your access to use of the Service is conditioned on your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users, and others who access or use the Service and all applicable laws and all conditions or policies referenced here (collectively, the “Terms and Conditions”)
1. Acceptance of terms
The Service is offered subject to acceptance of all the terms and conditions contained in these Terms and Conditions and all other operating rules, policies, and procedures that may be published on the Site by the Company, which are incorporated by reference, including operating rules, policies, and procedures of third-party service providers to the Site that are referenced herein. These Terms and Conditions apply to every user of the Service.
The Company reserves the right, at its sole discretion, to modify or replace these Terms and Conditions from time to time by posting the updated terms on the Site. It is your responsibility to check the Terms and Conditions periodically for changes. If you object to any such changes, your sole recourse will be to cease using the Site and the Service. Your continued use of the Service following the posting of any changes to the Terms and Conditions will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
The Company reserves the right to change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason. The Company may also impose limits on certain features and Services or restrict your access to parts of or the entire Site without notice or liability.
When you create an account with us, you must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms and Conditions, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
3. ntellectual Property
The Service and its original content, features and functionality are and will remain the exclusive property of Eclectus Technologies Inc. The Service is protected by copyright, trademark, and other laws of The Republic of the Philippines. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Eclectus Technologies Inc.
User shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
If you choose to provide technical, business or other feedback to the Company concerning the Site or the Services (collectively, “Feedback”), the Company will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by the Company of Feedback into any of its products or services does not grant you any proprietary rights therein. Accordingly, you hereby grant Eclectus a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide, nonexclusive license to all rights necessary to incorporate and use the Feedback for any purpose.
4. Your Content and Conduct
I. User Conduct
By accessing the Sites, you agree:
- to comply with all applicable laws in connection with your use of the Site, including, without limitation, laws regarding online conduct and submission of acceptable User Content;
- not to use the Site or the services or submit content to the Site if you are under the age of 13;
- not to access the Site or services using a third party’s account/registration without the express consent of the account – holder and not to attempt to impersonate another user or person;
- not to attempt, through any means, to gain unauthorized access to any part of the Sites and/or any service, other account, computer system, and/or network connected to any Eclectus server and not to otherwise use the Site or services in any manner that could damage, disable, overburden, and/or impair any Eclectus server, or the network(s) connected to any Eclectus server, and/or interfere with any other party’s use and enjoyment of the Site;
- not to advertise to, or solicit, any user or other business to buy or sell any products or services, or use any information obtained from the Site or the Eclectus services in order to contact, solicit, or advertise or sell to any user or other business, in each case, unless specifically authorized in writing by Eclectus;
- not to deep-link or frame to the Site and/or access the Site manually and/or with any robot, spider, web crawler, extraction software, automated process, and/or device or other means to scrape, copy, and/or monitor any portion of the Site and/or any Materials and/or other content on the Site, unless specifically authorized in writing by Eclectus;
- not to conduct any scraping, indexing, surveying, data mining, or any other kind of systematic retrieval of data or other content from the Site;
- not to create or compile, directly or indirectly, any collection, compilation, database, or directory from the Site or Materials;
- not to act in bad faith in an attempt to manipulate or gain an unintended commercial benefit from incentive offers;
- not to harass, annoy, intimidate, or threaten any Eclectus employees, contractors, or agents engaged in providing any portion of Eclectus’ services;
- not to engage in any criminal or tortious activity, including, without limitation, fraud, spamming (including, without limitation, by email or instant message), sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or otherwise deleting the copyright or other proprietary rights notice from any User Content (as defined below) or from any portion of the Site or Eclectus’ services;
- not to disrupt, interfere with, or otherwise harm or violate the security of the Site, or any services, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or affiliated or linked sites (including, without limitation, those of our partners); and
- not to use the Site for any illegal purposes or in any way otherwise inconsistent with any and all applicable laws, rules, and regulations.
You agree to comply with the above user conduct, and agree not assist or permit any person in engaging in any conduct that does not comply with the above user conduct. Further, you agree that the consequences of commercial use or re-publication of User Content or Materials from the Site or other violations of the foregoing proscriptions may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy, and that Eclectus will be entitled to temporary and permanent injunctive relief to prohibit such use or activity without the need to prove damages.
II. Content You Provide
Eclectus may provide you with interactive opportunities (i) on the Site, including, without limitation, features such as user ratings and reviews, saved favorites, liked items and bookmark, user profiles and pictures, as well as (ii) through other communications with you, including, without limitation, through text (“SMS”) or multimedia (“MMS”) messages (collectively, “Interactive Areas”). You represent and warrant that you are the owner of and/or otherwise have the right to provide all information, comments, reviews, ratings, photographs, and/or other materials, and/or content that you submit, upload, post, publish, and/or otherwise make available to Eclectus through the Site. User Content includes, without limitation, textual, visual, or audio content and information, whether transmitted via the Sites, SMS or MMS message, or otherwise.
III. Use of Your Content
You grant Eclectus an irrevocable, transferable, paid up, royalty-free, perpetual, non-exclusive worldwide sublicensable license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use User Content in connection with Eclectus’ or its partners’ or affiliates’ business and in all forms of media now known or hereafter invented (collectively, the “Uses”) without notification to and/or approval by you. You further grant Eclectus a license to use your username and/or other user profile information, including, without limitation, your ratings history and how long you have been a Site user, to attribute User Content to you in connection with the Uses, if we choose to do so, again without notification to and/or approval by you.
User Content transmitted to certain parts of the Site, including, without limitation, User pages and certain Interactive Areas, may be posted in public areas on our Site, including, without limitation, in a compilation format, and as such will be publicly visible and accessible. You further understand and agree that you may be exposed to third party User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose. Eclectus and its parents, subsidiaries, affiliates, and each of their officers, directors, employees, successors, assigns, licensors, licensees, designees, business partners, contractors, agents and representatives (collectively, the “Released Parties”) will not be responsible for, and you hereby expressly release the Released Parties from, any and all liability for the action of any and all third parties with respect to your User Content, or for any damages you allege to incur as a result of or relating to any third party User Content.
IV. Conduct within Interactive Areas
By transmitting User Content, you agree to follow the standards of conduct below, and any additional standards that may be stated on the Site. We expect your cooperation in upholding our standards. You are responsible for all of your User Content. You agree not to provide any User Content that:
- is unlawful, harmful to adults or minors, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another’s privacy, hateful, and/or racially, ethnically, and/or otherwise objectionable; has a commercial, political, or religious purpose;
- is false, misleading, and/or not written in good faith;
- infringes any patent, trademark, trade secret, copyright, right of privacy and/or publicity, and/or other proprietary rights of any person and/or entity;
- is illegal and/or promotes illegal activity;
- contains unauthorized advertising and/or solicits users to a business other than those on the Site; and/or
- is intended to interrupt, destroy, or limit the functionality or integrity of any computer software, hardware, or Materials on the Site or other websites.
We do our best to encourage civility and discourage disruptive communication on the Site. We also do our best to discourage communications that incite others to violate our standards. Eclectus may monitor any and all use of the Site, including, without limitation, interactions between our users; however, we are under no obligation to do so. We may manage the Site in a manner intended to protect our property and rights and to facilitate the proper functioning of the Site. If any User Content or conduct on our Site violates our standards, or any other terms and conditions of this Agreement; or interferes with other peoples’ enjoyment of the Materials or our Site; or is inappropriate in our judgment; we reserve the right, in our sole discretion, to change, delete or remove, in part or in full, any such User Content or Materials, and we further reserve the right to terminate or suspend access to any Interactive Areas or the Site. Eclectus will cooperate with local, national, and/or international authorities to the extent required by applicable law in connection with User Content.
5. Termination and Violations of this Agreement
Your rights under this Agreement will terminate automatically without notice if you fail to comply with any provision of this Agreement. Further, Eclectus reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Site and/or services offered on or through the Site (or any part thereof), including but not limited to the Site’s features, look and feel, and functional elements and related services. We will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or use of the Site. You may terminate this Agreement at any time by closing your Account, uninstalling all Mobile Application(s) (if applicable) and ceasing use of the Site and services provided herein.
Upon termination of this Agreement for any reason or no reason: (i) your access rights will terminate and you must immediately cease all use of the Site; and (ii) any provision of this Agreement that contemplates or governs performance or observance subsequent to termination of this Agreement will survive the termination of this Agreement, including without limitation the following sections: (i) “Your Content and Conduct;” (ii) “Disclaimer;” (iii) “Limitation of Liability;” (iv) “Termination and Violations of this Agreement;” (v) “Indemnification and Release;” (vi) “Jurisdiction and Governing Law;” and (vii) “Release for Force Majeure.” Eclectus reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including, without limitation, the right to block access to the Site from a particular account, device and/or IP address.
You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be null and void.
7. Links and Third-Party Content
V. Links from Other Web Sites
All links to this Site must be approved in writing by Eclectus, except that Eclectus consents to links in which:
- the link is a text-only link containing only the title of the home page of this Site,
- the link “points” only to the home page of the Site and not to deeper pages,
- the link, when activated by a user, displays the home page of the Site full-screen and not within a “frame” on the linked Web site, and
- the appearance, position, and other aspects of the link does not
- create the false appearance that an entity or its activities or products are associated with or sponsored by Eclectus, or
- be such as to damage or dilute the goodwill associated with the name and trademarks of Eclectus. Eclectus reserves the right to revoke this consent to link at any time in its sole discretion.
VI. Third Party Content
The Site may from time to time contain material, data or information provided, posted, or offered by third parties, including but not limited to advertisements or postings in online community discussions. You agree that Eclectus shall not have any liability whatsoever to you for any such third-party material, data or information.
Eclectus may change these Terms and Conditions (and any associated Policies) at any time, at its sole discretion, in whole or part. In the event of any material or substantial change in the Terms and Conditions, Eclectus may notify you by posting an announcement of the changes on the Site, through its applications or by email.
You are expected to periodically check these Terms and Conditions and associated policies for changes. By continuing to use the Site after any change to these Terms and Conditions, you acknowledge and accept the changes. The Terms and Conditions as they apply to you as a user, may not otherwise by amended.
THIS SITE AND THE CONTENT AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT USE OF THIS SITE AND/OR ITS CONTENT IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ECLECTUS (THE RELEASED PARTIES) AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE.
YOU ACKNOWLEDGE THAT ECLECTUS DOES NOT CONTROL INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, ECLECTUS (THE RELEASED PARTIES) AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY ADVICE, OPINION, STATEMENT OR OTHER CONTENT OR OF ANY PRODUCTS OR SERVICES DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SITE. ECLECTUS DOES NOT MAKE ANY WARRANTY THAT THIS SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THIS SITE OR ITS CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. NOR DOES ECLECTUS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE OR ITS CONTENT OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THIS SITE.
ECLECTUS ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A USER, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA FROM DELAYS, NONDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OF CONTENT OR EMAIL, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF ECLECTUS, ITS AFFILIATES, ITS LICENSORS, OR A USER’S OWN ERRORS AND/OR OMISSIONS EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ECLECTUS DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THE SITE WILL BE MAINTAINED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ECLECTUS OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN WRITING.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL ECLECTUS OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM OR IN CONNECTION WITH: (i)THE USE OF OR THE INABILITY TO USE THIS SITE; (ii) ANY CONTENT CONTAINED ON THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY CHANGES WHICH ECLECTUS MAY MAKE TO THE SERVICES; (vii) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (viii) ANY OTHER MATTER RELATING TO THE SERVICE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLES LOSSES, EVEN IF ECLECTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE LIMITATIONS ON ECLECTUS’ LIABILITY TO THE USER SHALL APPLY WHETHER OR NOT ECLECTUS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
11. Indemnification and Release
12. Jurisdiction and Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of India without reference to conflict of laws principles, and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of the courts at Taguig City, Philippines. These Terms and Conditions and associated policies shall be admissible in all legal proceedings. Use of the Site is not authorized in any territory of jurisdiction that does not give effect to all provisions of these Terms and Conditions, including this section.
13. Release for Force Majeure
Eclectus and its officers, directors, employees, agents, content providers, customers and suppliers shall be absolved from any claim of damages resulting from any cause(s) over which Eclectus or they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labour problems, wars, or governmental restrictions.
14. General Provisions
This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter thereof and supersedes all prior written and oral understandings of the parties with respect to the subject matter thereof. You may not assign or sub-license any of the rights and obligations under this Agreement without prior written consent of Eclectus. Any notices in this regard need to be delivered in written format and acknowledged as received. Eclectus may subcontract its responsibilities under this Agreement, without your consent to a third party considered by Eclectus in good faith to be of equal standing and integrity provided that material provisions of this Agreement shall be reflected in any agreement entered into between Eclectus and such third party. No partnership, joint venture, agency or employment relationship is created as a result of these Terms and Conditions, and neither party has any authority of any kind to bind the other in any respect. If, for any reason any provision of this Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, and this Agreement shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing Terms and Conditions.