Confidential Information. You agree to:
- safeguard and keep the Confidential Information in the strictest confidence at all times and shall not disclose or divulge any of the Confidential Information to any third party without our and the relevant Creators' prior written consent;
- take all reasonably available measures to preserve the confidentiality of, and not to disclose, any Confidential Information; and
- immediately notify us and the relevant Creators in writing before making any disclosure, and take all reasonable measures to prevent or circumscribe the scope of such disclosure in the event that you are required to disclose any portion of the Confidential Information by law or order of any court or competent authority.
For the purpose of the Terms, the "Confidential Information" means any and all information (whether in writing, verbally or by any other means) directly or indirectly disclosed and/or made available by the Site and/or the Creator to you which (a) can be accessed by a user of the Site with an Expert account; or (b) is arising from or in connection with the function of an Expert, including, without limitation, any Intellectual Property Rights (as defined below) of the Creator, Expert mode, and non-publicly accessible messages exchanged or communicated between the Expert and other users of the Site.
Purpose. You understand that the Confidential Information is provided to you solely for the purpose of obtaining your assistance, insight and services in relation to the technology, manufacturing know-how or other assistance or services required for the Creators to develop their product concepts or market their products, as the case may be, ("Purpose") and thus you shall not make use of the Confidential Information other than for the Purpose.
You acknowledge that nothing contained in the Terms or emanating from the operation of the Site shall be construed as granting or conferring on you by the relevant Creator any license or rights in respect of the Confidential Information.
Expert Solutions. To increase your product awareness and encourage the Creators to incorporate best fit products into their design applications, you can upload product information in any form, including, without limitation, text, images and videos ("Expert Solutions") on the Site in accordance with the terms and policies of the Site as amended from time to time. We will not obtain the ownership of the Expert Solutions unless otherwise agreed upon by you and us. You hereby represent, warrant and undertake to us as follows:
- You have the exclusive ownership in, and any Intellectual Property Rights attached to, any content of the Expert Solutions that you upload to the Site, and have full power, right and authority to upload such Expert Solutions to the Site. None of the Expert Solutions uploaded by you (a) contains any material that belongs to any other person or is subject to any other person's proprietary rights; (b) is subject to any pending or potential disputes or clams; or (c) has infringed, is infringing or may infringe upon any Intellectual Property Rights of any other person.
- You agree that the Expert Solutions are publicly accessible and can be browsed by any person visiting the Site. You shall have the sole responsibility to ensure that the Expert Solutions provided by you on the Site are true and accurate. In addition, we reserve the right to remove any and all contents of the Expert Solutions from the Site from time to time without indemnifying you against any damage and/or loss incurred therefrom.
"Intellectual Property Rights" means all intangible legal rights, titles and interests evidenced by or embodied in (a) all inventions, improvements thereto, patents, patent applications, patent disclosures, together with all re-issuances, continuations, continuations-in-part, revisions, extensions, and re-examinations thereof; (b) all trademarks; (c) any work of authorship or compilation, all copyrightable works, copyrights and all applications, registrations, and renewals in connection therewith; (d) all mask works and all applications, registrations, and renewals in connection therewith; (e) all trade secrets, know-how and Confidential Information; (f) all other proprietary rights and any other similar rights, in each case on a worldwide basis, and all copies and tangible embodiments thereof, whether or not registered or registrable and includes all applications and rights to apply for registration (and renewals and extensions of any registration of such rights).
Facilitator. You acknowledge that any and all functions relating to the Confidential Information and/or the Expert Solutions are solely for facilitating the communications between you, an Expert, and other users of the Site, and thus we shall not:
- be obliged to verify the accuracy of the Confidential Information or the Expert Solutions;
- warrant that the Confidential Information provided by the Creators or the Expert Solutions provided by you is accurate, complete and true or be liable for anyone using or relying on the Confidential Information/Expert Solutions; or
- guarantee that the Confidential Information can be applied for the Purpose.
In addition, we will not and shall not be obliged to be involved in any engagement or transaction (including any licensing or the sale and purchase of any service or product relating to the Expert Solutions) between you and any other user of the Site, including the Creators. If you would like to engage, or be engaged by, or enter into any transaction with, any user of the Site, you shall contact such user directly, and such engagement and/or transaction shall be negotiated, agreed upon and in existence between you and such user only. We neither guarantee nor are we obliged to facilitate any engagement or transaction between you and any other user of the Site.
Indemnification. You accept full liability for, and shall defend, indemnify and hold us (including our affiliates, directors, supervisors, managers, employees and agent) harmless against, any and all liabilities, claims, damages and losses (including actual and reasonable attorney's fees) whatsoever and howsoever arising out of, or relating to, your disclosure or use of any Confidential Information or any other breach of the Terms including representations, warranties and undertakings by you.
In addition, by signing up as an Expert on the Site, you also undertake to indemnify the Creator(s), whose Confidential Information you have accessed, against any and all damages and losses (including actual and reasonable attorney's fees) arising out of, or relating to your disclosure or improper use of such Confidential Information.
- Entire Agreement. This Terms constitutes the entire agreement between you and us with respect to the subject matter hereunder and supersedes any prior understanding (whether oral or written) between us with respect to the subject matter hereunder, subject to the terms and conditions further provided by us and published on the Site from time to time.
- Governing Law and Jurisdiction. You acknowledge that the Terms shall be governed and construed by the laws of Taiwan, and agree that any dispute arising out of, or in connection with, the Terms shall be submitted to the exclusive jurisdiction of the Taiwan Taipei District Court.
We are pleased to welcome you to our community at HWTrek, and look forward to seeing the innovations which, together, we can bring to life. If you have have any questions or comments, feel free to contact us at email@example.com.