By logging in and using the services provided in this website, whose domain name is www.efrisa.com, (hereinafter the "WEBSITE"), owned and controlled by Frisa Forjados, S.A. de C.V. ("FRISA"), you (the "USER") expressly agree to and accept the terms and conditions contained in this Agreement. If USER does not accept the terms and conditions contained herein, it shall abstain to use the WEBSITE.
In case USER continues on using the WEBSITE, such action shall be deemed as its absolute acceptance to the terms and conditions contained herein:
a) FRISA hereto grants USER a non-exclusive, revocable, non-transferable license to use the WEBSITE and all software, applications or programs provided therein, according to the terms and conditions contained in this Agreement, as such terms and conditions may be updated by FRISA from time to time in its sole discretion. Each time USER log on to the WEBSITE shall be deemed to have accepted any such changes.
b) USER has the right to receive, print and/or copy any information contained or published on the WEBSITE (or any portion thereof) exclusively for personal and/or non-commercial purposes.
a) In order to access and use the WEBSITE, FRISA has provided USER a USER identification name and a password (all such access devices hereinafter referred as the "User Account"). USER shall be responsible for maintaining the confidentiality of its User Account.
b) It is strictly forbidden for USER to provide its User Account to third parties. USER will be fully responsible for all activities that occur under the use of its User Account.
c) USER shall be solely responsible for any damages caused to FRISA as consequence of any modifications, alterations and/or suppressions to the content of the WEBSITE made by the use of the User Account.
a) The information contained, included, or published on the WEBSITE, is only intended to inform USER about the progress of its orders placed to FRISA. Such information shall not be deemed as complete or exhaustive regarding any matter.
b) USER accepts and acknowledges that online communications on the WEBSITE occur in real time and cannot be edited, censored or controlled on any form by FRISA. Further USER agrees that by using the WEBSITE's service named "Real Time Customer Support", USER may establish online communications with authorized personnel of FRISA (the "Online Help Personnel"). The Online Help Personnel may provide USER with useful information regarding: (i) any services of WEBSITE; (ii) any USER's order progress or manufacture state processes; or (iii) any other information regarding any relationship between FRISA and USER. Notwithstanding the foregoing, FRISA shall not be liable for any advice or information, whether oral or written, obtained by USER from the Online Help Personnel.
c) USER shall be solely responsible for all the information it provides to FRISA through the use of the WEBISTE.
a) All documents provided by FRISA for USER to download or print (including without limitation bills of lading, invoices or material test reports, dimensional reports) hereinafter the "Download Documents", are provided for USER's convenience only and FRISA shall not be responsible or liable in any form for the reliability, accuracy, completeness, correctness, timeliness, or usefulness of such Download Documents.
b) USER acknowledges and agrees that Download Documents may be invalid in such jurisdiction where issuer's autograph signature is required. USER also agrees that FRISA shall not be responsible or liable in any way regarding the invalidity of the Download Documents whether before any government authority or private corporations or persons.
a) FRISA shall hold exclusive title, ownership rights, and intellectual property rights to the content, organization, recompilation, compilation, information, magnetic or electronic transmissions, digital conversion, logos, programs, applications, software, proprietary trademarks, service marks, domain names and/or commercial names owned by Frisa Forjados, S.A. de C.V. or any other information contained or published on the WEBSITE. USER acknowledges such ownership and intellectual property rights, and will not take any action to jeopardize, limit or interfere in any manner with such ownership and intellectual property rights.
b) All information obtained from the use of WEBSITE by USER, shall form a data base (hereinafter "Data Base") owned by FRISA. FRISA will do its best efforts to maintain the confidentiality of the Data Base but does not makes any warranty for the security of the Data Base in case such information is intercepted by third parties.
a) Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to (i) the content of the WEBSITE, orders and sales information, trademarks, trade and industrial secrets, manufacture processes or any other issue published or contained on the WEBSITE; or (ii) the Download Documents; or (iii) the User Account; or (iv) the Disclosing Party´s businesses (including, without limitation, trade and industrial secrets, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not) schematics and other technical, business, financial, industrial, customer and product development plans, forecasts, strategies and information), which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.
b) The Receiving Party agrees:
i) To hold the Disclosing Party´s Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials),
ii) Not to divulge any such Proprietary Information or any information derived therefrom to any third person except to duly authorized personnel, subject to the conditions stated below,
iii) not to make any sue whatsoever at any time of such Proprietary Information except for the purposes of this Agreement; and,
iv) Not to copy or reverse engineer any such Proprietary Information.
c) Any employee, given access to any such Proprietary Information must have a legitimate "need to know" and shall be similarly bound in writing by a confidentiality agreement with terms substantially similar as the ones provided in this Agreement. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (i), (ii), (iii) and (iv) shall not apply to any information that the Receiving Party can document (1) is (or through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (2) was in its possession or known by it prior to receipt from the Disclosing Party, or (3) was rightfully disclosed to it by a third party without restriction, provided the Receiving Party complies with any restrictions imposed by the third party, or (4) was independently developed without use of any Proprietary Information of the Disclosing Party by employees of the Receiving Party who have had no access to such information. The Receiving party may make disclosures required by court order, provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.
a) USER shall use the WEBSITE at its own risk. Furthermore USER acknowledges and agrees that services of the WEBSITE are provided on an "as is" and "if available" basis. FRISA expressly disclaims any and all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.
b) FRISA does not warrant the accuracy, completeness or correctness, timeliness, or usefulness of any information provided through the WEBSITE or on the Internet generally. In no event shall FRISA be liable for any decision made or action taken by USER or anyone else in reliance upon the information provided through the WEBSITE.
c) FRISA makes no warranty that the WEBSITE will meet USER's requirements, or that the WEBSITE will be uninterrupted, timely, secure, or error free; nor does FRISA make any warranty as to the results that may be obtained from the use of the WEBISTE. FRISA will not be liable for any direct, consequential or incidental damages, whether foreseeable or not, which may result from the unavailability or malfunction of the WEBSITE.
To the maximum extent permitted by applicable laws, in no event shall FRISA be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or any other monetary or other damages, fees, fines, penalties, or liabilities (including without limitation, damages for business interruption, data loss, or any whatsoever monetary loss) arising out of or relating in any way to (i) the WEBSITE, or sites accessed through the WEBSITE; or (ii) content or information provided herein. The disclaimers of liability contained in this section 8 shall apply to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of the WEBSITE, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action. USER's sole and exclusive remedy for dissatisfaction with the WEBISTE is to stop using the WEBSITE.
The WEBSITE contains links to other websites controlled by third parties. Such links are provided by FRISA for USER's convenience only, and FRISA is not responsible in any way, for (i) the content, products, services, availability and/or performance of such websites; or (ii) the transactions USER might enter at such websites.
Each party agrees to indemnify and hold the other party, its shareholders, parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of: (i) the use of the WEBSITE; (ii) the violation of this Agreement; or (iii) the infringement of any intellectual property or other right of any person or entity.
USER agrees that FRISA, in its sole discretion, may cancel USER's access and use of the WESBITE, and remove and discard any content within the WEBSITE, for any reason, including, without limitation, for lack of use or if FRISA believes that USER has violated or acted inconsistently with the letter or spirit of this Agreement. FRISA may also in its sole discretion and at any time discontinue providing the WEBSITE, or any part thereof, with or without notice to USER. USER agrees that any termination of USER's access to the WEBSITE under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that FRISA may immediately deactivate or delete USER's User Account and all related information and files regarding the use of the WEBSITE by USER. Further, USER agrees that FRISA shall not be liable to USER or any third-party for any termination of USER's access to the WEBSITE.
This Agreement shall be governed by, and construed in accordance with the laws of Mexico. Both parties hereby irrevocably and expressly submit to the jurisdiction of the courts of Monterrey, Nuevo Léon, México, thereby expressly waiving any other jurisdiction to which they may be entitled by reason of their present or future domiciles.
Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given to FRISA under this Agreement must be in writing and shall be deemed delivered: (i) upon delivery if delivered in person to its representative; (ii) upon transmission if sent via facsimile, with a confirmation copy sent via overnight courier, provided that confirmation of such overnight delivery is received; or (iii) two days after deposit with a national overnight courier, provided that confirmation of such overnight courier is received. Such notices, demands, and other communications shall be sent at the following address: Attn. Jose Bravo/Daniel Campos, Valentin G. Rivero N° 127 Col. Los Treviño C.P. 66350 Santa Catarina, Nuevo León, México.