This Agreement is between you as our Customer and Arrow Electronics, Inc.(“Arrow”), (or any of its affiliates, subsidiaries listed in Attachment A ) and it sets forth the terms and conditions under which you agree to use and we agree to provide the Service.
THIS IS A CONTRACT. PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.
Acceptance by you of this Agreement occurs upon the earlier of: (a) submission of your order; (b) acceptance of this Agreement electronically; or (c) your use of the Service.
Service: The term "Service" shall mean the Arrow Apps for service, including all features, functions and/or applications that are included with Arrow Apps. Arrow will not be liable for any cost associated with your mobile provider.
Termination of Services. Upon termination or expiration of this Agreement, you agree to cease use and access of the Service and immediately delete such access from your computer.
Term: This Agreement shall be effective upon your acceptance of this Agreement, as provided above, and shall continue either through the completion of your order or _________.
Your Responsibilities; Protection of Data; Notices; Revisions to Terms of Service.
You must establish a primary email account in order to use the Service. You understand and agree that your use of the Service is at your own risk and that you are subject to all applicable laws and regulations. Without limitation, you agree you will use the Service only in accordance with the terms of this Agreement
You agree that you are solely responsible for all use of the Service and the manner in which the Service is used by you or anyone who uses the Service on your behalf, with or without your permission. You will use all commercially reasonable efforts to prevent unauthorized use of the Service, and to terminate any unauthorized use. You will promptly notify Arrow of any unauthorized use of, or access to, the Service of which you becomes aware.
You will not (a) alter, modify, make derivative works of, disassemble, decompile or reverse engineer the Service or any component thereof; (b) provide inaccurate, incomplete, outdated or misleading registration information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on or transmitted through the Service, or impersonate or otherwise misrepresent any affiliation with any person or entity; (c) modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Service or any products or other services (including software) obtained therefrom, or permit access to the same by any unauthorized person or entity; (d) attempt to gain unauthorized access to the Service, content, other computer systems, servers or networks connected to the Service;
ANY DEALINGS THAT YOU HAVE WITH THIRD PARTIES, MERCHANTS OR ADVERTISERS REGARDING THE SERVICE ARE SOLELY YOUR RESPONSIBILITY AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ARROW AND ITS OFFICERS, DIRECTORS, AND EMPLOYEES AND REPRESENTATIVES HARMLESS FROM ANY LIABILITY OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM ANY CLAIMS AGAINST ARROW RESULTING FROM YOUR USE OF THE SERVICE OR SUCH RELATIONSHIPS.
Protection of Data and Access to the Service: You understand and agree that you are responsible for the protection, storage, back-up and security of your data, content, software, computer network and other facilities, as well as your choice of equipment, software and use of the service. We may disclose any information necessary or appropriate to satisfy our legal obligations, or protect Arrow, or its suppliers. We reserve the right to access, disable or suspend the service, take down content or refuse to remove content, and to take any other action we deem appropriate regarding the service, in response to a subpoena, court order or other legal request or to protect our network. We will save your content for a period of thirty days until you contact us for retrieval. If not contacted by you within those thirty days, we may delete your content permanently from our servers.
Indemnification. You agree to indemnify and defend Arrow and its third party licensors, and suppliers (Indemnitees) and hold Indemnitees harmless from any damages, costs (including attorneys' and experts' fees) and liabilities we incur from any claim, lawsuit or cause of action of any sort arising from your use of the Service, or the use of the Service by your End Users or others, or breach of this Agreement. In such event, you agree to conduct the defense and to control the litigation and settlement, if any; provided that, you may not to agree to any judgment or enter into any settlement that adversely affects our rights or interests or requires Arrow and/or Indemnitees to admit any liability or to pay money or offer in-kind services without our prior written consent. We agree to give you prompt notice of all claims and to cooperate in defending against the claim. THE PARTIES AND INDEMNITEES DISCLAIM ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON THE TERMS OF THIS SECTION.
Arrow reserves the right, in our sole discretion, to provide the level of security we deem appropriate to safeguard our network, and other Internet users, against Internet threats or abuses including, without limitation, viruses, spam, phishing attacks, identity theft and any other potentially disabling or harmful threat. These security measures may include, but are not limited to, the use of firewalls and blocklists to block potentially harmful or abusive emails or attachments, the use of anti-spam filters, anti-virus or anti-spyware software, or the blocking of selected ports. Such activities may result in the blocking, filtering or non-delivery of legitimate and non-legitimate email sent to or from your email account. You agree that delivery and receipt of email is not guaranteed and you also agree to Arrow's use of Internet and email security measures that we, in our sole discretion, deem appropriate.
Compliance with Laws. You agree not to use, or permit others to use, the Service in ways that (i) violate any law or applicable regulation or other Arrow policies referenced in this Agreement or provided to you in the Service; (ii) infringe the rights of others; or (iii) interfere with the users, services, or equipment and software of our network or other networks. By way of example and not limitation, you agree not to distribute unsolicited advertising, chain letters or other unsolicited bulk electronic mail (i.e., spam); propagate computer worms, destructive programs or denial of service attacks or viruses; use a false identity; attempt to gain unauthorized entry to other computers, data or any site or network; distribute or store child pornography; distribute obscene or defamatory material over the Internet; or infringe copyrights, trademarks or other intellectual property rights. We reserve the right to suspend or terminate the Service (or any portion thereof) without notice in the event that your use of the Service, in our sole judgment, violates any applicable law, regulation or ordinance, or the terms of this Agreement, or otherwise adversely affects or threatens any Arrow network or service, customer or employee. We also reserve the right to provide information about your account and your use thereof to third parties as required or permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. Such cooperation may include, but is not limited to, monitoring of the Arrow network consistent with applicable law. In addition, Arrow is required by law to report any facts or circumstances reported to us or that we discover from which it appears there may be a violation of the child pornography laws. We reserve the right to report any such information, including the identity of users, account information, images and other facts to law enforcement personnel.
You agree that we may revise the terms and conditions of this Agreement and any related policies from time to time by posting such revisions to the Arrow website at arrow.com.
Force Majeure. If the performance of any obligation hereunder is interfered with by reason of any circumstance beyond our, or suppliers' reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, power surges or failures, or the act or omission of any third party, we shall be excused from such performance to the extent necessary, provided that we shall use reasonable efforts to remove such causes of nonperformance.
Publicity. You shall not use any trademark, trade name, trade dress or any name, picture or logo which is commonly identified with Arrow or its affiliates, that may be inferred or implied, in any manner without the prior written permission of Arrow.
Choice of Law. Except as otherwise required by law, you and Arrow agree that the substantive laws of the State of New York, without reference to its principles of conflicts of laws, will be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement. YOU AND ARROW CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN A COURT LOCATED IN SUFFOLK COUNTY, NEW YORK FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SERVICE. Except as otherwise required by law, including New York laws relating to consumer transactions, any cause of action or claim you may have with respect to the Service must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action is barred.