Terms and Conditions of Nuvoton Member

The services (the “Services”) provided at this website (the “Site”) are services established and provided by Nuvoton Technology Corporation (“Nuvoton”). All users of the Services (the “Members”) shall carefully read the following terms and conditions. The following service terms and conditions (“Terms and Conditions”) constitute a contract between the Members and Nuvoton. Once a Member completes registration or starts to use the Services, such Member shall be deemed to have read, understood and agreed to all Terms and Conditions below.

I.      Member Agreement

1.     In addition to these Terms and Conditions, all rules of use, regulations, handling principles, policies and relevant explanations of services that have been published or that may be published by Nuvoton in the future are parts of these Terms and Conditions. The Members shall, in addition to agreeing to and complying with these Terms and Conditions, also agree to and comply with these rules of use, regulations, handling principles, policies and relevant explanations of services that have been published or that may be published in the future.

2.     Nuvoton may amend these Terms and Conditions at any time. We suggest that the Members pay attention to these amendments or changes at all times, including the rules of use, regulations, handling principles, policies and relevant explanations of services that have been published or that may be published in the future. Unless otherwise provided, amended provisions shall become effective from the time upon publication. Starting from the effective date, if a Member continues to use the Services, it shall be deemed that the Member has read, understood and agreed to all amended provisions. If any Member does not agree to any amended provision, please cease using the Services and Nuvoton is not liable to compensate or indemnify any Member for the cease.

3.     Nuvoton may interact with the Members through electronic documents. If the contents of electronic documents exchanged between Nuvoton and the Members can be displayed in a complete manner and may be accessed for verification in the future, such contents shall have the same effect as written documents.

II.    Member and Registration

1.    Members must be natural persons with full legal capacities or legally registered juridical persons or organizations. If the Member is a minor, the guardian shall read, understand and agree to all Terms and Conditions and the amendments before the Member may start to use or continue to use the Services. If the Member starts to use or continues to use the Services, it shall be deemed that the guardian have read, understood and agreed to all Terms and Conditions and all amendments.

2.     To become a Member, the Member must first complete the registration procedure, including completing personal information and the relevant documents or information required in the process of registration. If the Member wishes to use the complete functions of the Services, the Member shall complete member certification in the manner required by the Services at the time.

3.     The Member shall guarantee that all information provided is correct and up-to-date and that the Member shall not register membership in the name of any third party. If any information provided by the Member is changed subsequently, the Member shall update the information immediately. If the Member does not provide the information in a timely manner, or fails to provide information in the designated manner, or if the information provided is incorrect or inconsistent with the facts, or if the Member fails to update information immediately, Nuvoton may refuse or suspend the provision of the Services in whole or in part to such Member at any time without notice.

4.     The Member has the obligation to maintain the account name and passcode and shall not provide or disclose them to any third party. Any act engaged after log-in to the system of the Services through use of a specific account name and passcode shall be presumed to be the acts of the account holder. If the Member discovers or suspects that its account name or passcode has been used by a third person in a fraudulent or improper manner, the Member shall immediately notify Nuvoton.

5.    Nuvoton may limit the number of Member accounts registered by the same natural person or juridical person. For applications to register as a Member, Nuvoton also reserves the right as to whether the registration should be approved.

6.     In the following circumstances, Nuvoton will view personal information of Members, including but not limited to transaction records and telecommunications records, and may provide the information to relevant government authorities in accordance with the law or any third party that claims infringement against its right and that has provided reasonable facts and evidence. If required, Nuvoton may also suspend the provision of the Services in whole or in part to such Member.

a.     In accordance with the law, or pursuant to the order or requirement by the judicial authority or other relevant government authorities;

b.     In order to perform these Terms and Conditions, or when there is a concern that the Member may have breached these Terms and Conditions or other agreements or may have infringed upon a third party’s interest;

c.     In order to maintain the system security of the Services or legal interest of the operators;

d.     In order to protect the legal interest of other Members or other third parties;

e.     In order to maintain the normal operation of the Service system.

III.   Online Transaction Services

1.     Before making a purchase on the Site, a Member shall carefully review and evaluate the description of the products/services, credit evaluation, delivery manner and terms. Once agreed, the contract of sale and purchase exists between the Member and Nuvoton, and the respective party shall be responsible for making payment and delivering the products/services. Unless otherwise provided by law, neither party may withdraw from the transaction for any reason.

2.     As it deems necessary, Nuvoton may ask the Member to timely provide explanations and relevant information about member registration, and transaction in the event of any ambiguity or dispute involving such Member.

3.     Any tax, charge or cost incurred from any transaction engaged on the Site shall be borne or paid by the transacting parties in accordance with the applicable laws.

4.     The Member agrees that Nuvoton may send information related to member services or marketing events to its Members on regular or ad hoc basis.

IV.   Code of Conduct

1.     In using the Services, the Member shall log in the Site by using the Member’s own account name and passcode. The Member shall not assign or allow in any manner any other person to use its member account.

2.     If a Member discovers that any other Member has breached the law, these Terms and Conditions or any applicable code of conduct, the discovering Member may file a report with Nuvoton.

3.     No Member shall engage in any conduct of unfair competition (such as false purchase) in the course of transaction, interfere with or obstruct the normal operation of the Services (such as hacking), or send spam emails.

4.     No Member shall engage in any manipulative transaction, false transaction, willful abandonment of tender, interference with another person’s transactions or fraud. All conducts and statements by the Members on the Site shall be consistent with the law and these Terms and Conditions.

5.     No Member shall acquire any express or implied license for any intellectual property right from Nuvoton by becoming a Member of Nuvoton. No Member shall use, reproduce or disseminate any written work, information, trademark or logo of the Site in any form without Nuvoton prior written consent.

6.     The product/service or any information acquired by the Member through use of the Services (the “Deliverable”) may be subject to export control in the place where they are located (including but not limited to the government of United States or Taiwan). The Member agrees not to use any Deliverable in the design, research and development or manufacturing of any nuclear weapon, missile, chemical weapon or biological weapon and not to export, re-export or transfer any Deliverable to any country or national that is prohibited by law before acquiring the approval from the local government. The Member also understands that, before the approval from the local government is acquired, the Member shall not transfer the Deliverable or any product directly manufactured based on the Deliverable. The Member also agrees not to breach any local export law in the exportation or re-exportation of the Deliverable.

V.     Suspension/Reinstatement Mechanism

1.  In order to maintain the operating order of the Site and an environment of fair transactions, a suspension/reinstatement system is established by Nuvoton so that a Member that inadvertently breaches any applicable law, contract or these Terms and Conditions has an opportunity to correct the breach.

2.  If a Member breaches any applicable law, contract or these Terms and Conditions, a warning letter will be sent by the Site, stating the reasons and asking such Member to exercise due care to avoid repeat offense. If the Member repeats the breach, Nuvoton may suspend the Member’s rights (initial suspension). Once the Member’s rights are suspended, the Site will send a letter advising the period of the Member’s suspension. At the end of the suspension period, the right to use the member account will be automatically reinstated. However, if the Member commits any material breach and fails to correct the breach after warning, Nuvoton may refuse to grant the opportunity to reinstate the Member’s rights (permanent suspension). Nuvoton may also assist prosecution and police authorities with investigation and provide relevant information (including personal data).

3.   A material breach under the previous subparagraph means any of the following conduct:

a.  Fraud or any conduct that affects transaction security.

b.  Attempt or delay to make a payment.

c.  Serious infringement upon any third party’s intellectual property right(s).

4.   Nuvoton has the right to impose a suspension of up to seven (7) days depending on the severity of the matter for an initial suspension. In case of permanent suspension, the member’s account will be permanently invalidated. Suspension has a significant impact on the Member’s interest. Please exercise due care to avoid any breach.

VI.   System Maintenance and Service Interruption

1.     Nuvoton will make commercially reasonable efforts to maintain the normal operation of the service system, allowing transactions among Members to proceed smoothly. However, the Services are only provided on “as is” basis and Nuvoton does not undertake any express or implied commitment or guarantee that:

a.     The specific requirements of any Member will be satisfied;

b.     The system and software will operate continuously without interruption;

c.     The data may be transmitted, processed, saved and backed up timely and correctly without error; and

d.    Any error in the system, software or data will be discovered and corrected in a timely manner.

2.    When the Services are suspended or interrupted due to routine maintenance, relocation, replacement, upgrade or repair, Nuvoton will give notice to the Members by E-mail or public announcement before the suspension or interruption.

VII. Limitation of Liability

1.    If the Services are suspended or interrupted, or if any transaction cannot be carried out, or if any data is lost or destroyed, or in the event of any direct or indirect damage caused due to the following events, Nuvoton shall not be liable for compensation or indemnification:

a.     Event caused by routine maintenance, relocation, replacement, upgrade or repair of the system;

b.     Event of loss or destruction of data due to backup error or failure;

c.     Event caused by any third party beyond Nuvoton’s full control or event not attributable to Nuvoton; or

d.     Event caused by natural disaster or other event of force majeure.

2.     The quality and contents of all third party service designated by the Services shall be the responsibility of the third party. Therefore, in the use of the Services, certification may not be completed due to third party system, the quality of relevant network connection or other reason of force majeure. If any basic information provided by the Member is incorrect, making it impossible for the Service to give timely notice to the Member about emergency measures undertaken in anomalous circumstances, Nuvoton shall not be liable for any compensation or indemnification.

VIII.        Governing Laws and Jurisdiction

1.     These Terms and Conditions, as well as all contents on relevant webpages, shall be governed by the laws of Taiwan, without regard to or application of conflicts of law, rules, or principles.

2.     Any dispute arising out of the Services, these Terms and Conditions, or all contents on relevant webpages shall be subject to the first-instance jurisdiction of the Hsinchu District Court in Taiwan, unless otherwise provided by mandatory law.

These Terms and Conditions were last amended on: 1 July, 2016