TERMS AND CONDITIONS FOR USE OF EPAN SITE

BETWEEN

PANASONIC AUSTRALIA PTY LIMITED ABN 83 001 592 187 ("PANASONIC")

AND

THE APPLICANT SPECIFIED IN THE APPLICATION DETAILS ("BUYER")

• 1. DEFINITIONS
• 1.1 In these terms and conditions:
• "Access Level" means the level of access to Services on the EPAN Site specified in the Application.
• "Application" means an application to Panasonic using the form above to become a registered user of the EPAN Site and Services.
• "EPAN Site" means Panasonic's EPAN website located at www.e-pan.com.au or as located at any other URL.
• "Member" means a registered user of the EPAN Site who has applied for membership by completing and submitting an Application and to whom Panasonic has sent notification confirming the user's registration as a Member and has supplied a quantity of Security Tags.
• "Privacy Policy" means the Panasonic privacy policy governing use of the EPAN Site located at URL www.panasonic.com.au/privacy.cfm.
• "Representatives" means persons nominated or allowed by Buyer to have access to the EPAN Site.
• "Security Tags" means the combination of user name provided by Panasonic and password selected by the Buyer from time to time.
• "Services" means the aggregate of order placement, order maintenance, application, account inquiry, stock inquiry, product information and other related information and services on the EPAN Site regarding Panasonic's products and services for distribution to retailers and other distribution channels.
• "Standard Terms and Conditions of Sale" [PDF, 63Kb] means Panasonic's standard Terms and Conditions of Sale applying to Buyer as amended from time to time.
• "User Profile" means categories of Access Levels as set out in the Application.
• 2. APPLICATION OF TERMS
• 2.1 These terms and conditions incorporate the terms and conditions contained in the Standard Terms and Conditions of Sale [PDF, 63Kb] as if they were set out in full (collectively "Terms").
• 2.2 The Terms govern Buyer's use of the EPAN Site and Services.
• 2.3 In consideration of Panasonic granting Buyer access to use the EPAN Site and Services Buyer agrees to comply with the Terms.
• 3. ACKNOWLEDGMENT
• Application to use the EPAN Site and Services constitutes acceptance of, and agreement with the Terms.
• 4. EPAN MEMBERSHIP
• 4.1 Entitlement to access and use the EPAN Site and Services is restricted to Members and their Representatives.
• 4.2 Panasonic retains the absolute discretion to determine whether an Application is accepted.
• 5. TERMS ARE SUBJECT TO CHANGE
• 5.1 Panasonic may change the Terms from time to time.
• 5.2 A notice will be placed on the EPAN Site if Panasonic changes any of the Terms ("Amendment Notice"). It is the Buyer's responsibility to read any Amendment Notice and to inform itself of any change.
• 5.3 Amendments to the Terms will have effect from the time the Amendment Notice is posted on the EPAN Site.
• 5.4 Buyer's use or continued use of the EPAN Site and Services will indicate acceptance of the amended Terms.
• 6. USE OF EPAN SITE AND SERVICES
• 6.1 All material on the EPAN Site or provided to you in reports or other correspondence in relation to the EPAN Site and Services is owned and/or controlled by Panasonic or its licensees and may be protected by copyright ("Protected Material").
• 6.2 The Buyer must abide by all restrictions on use of Protected Material as notified on the EPAN Site or elsewhere in relation to the Services or the Protected Material.
• 6.3 Panasonic makes no representations regarding the suitability of the information provided in the Services and the Protected Material for any purpose.
• 6.4 The Buyer is licensed by Panasonic to use the EPAN Service and the Protected Material solely for the Buyer's internal use in relation to its account with Panasonic ("Permitted Use").
• 6.5 The information provided on the EPAN Site or in the Protected Material is confidential and other than for the Permitted Use, the Buyer must not modify, publish, print, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display or in any way exploit any of the content of the EPAN Site or the Protected Material in whole or in part.
• 7. BUYER'S ACCESS TO EPAN SITE
• 7.1 Buyer is responsible for all computer and communications, hardware, software equipment and other technology necessary to gain access to the EPAN Site and for all costs associated with such access.
• 7.2 Buyer's access and entry to the EPAN Site and for use of the Services is through Security Tags which are notified to Buyer and validated upon receiving and approving the Buyer's Signed Application and accepting the Buyer as a Member.
• 7.3 Buyer is responsible for maintaining the confidentiality and secrecy of all Security Tags required by Buyer to access and use the EPAN Site and Services. Buyer is entirely responsible for any and all activities, including without limitation, order placements for Panasonic products which occur under Buyer's Security Tags.
• 7.4 Subject to appropriate use of Security Tags, availability of the EPAN Site for access to Services by Buyer will usually be between 7:00 am and 9:00 pm, Australian Eastern Standard Time, seven days a week subject to server and site maintenance or as otherwise stated on the EPAN Site, from time to time. However, Panasonic may, in its absolute discretion and for any reason and at any time, interrupt, suspend or cancel the availability of the EPAN Site and Services or any one of them to the Buyer. Buyer agrees that Panasonic will not be liable for any damages that may arise from any interruption, suspension or cancellation of the EPAN Site or the Services.
• 7.5 Information published by Panasonic or its agents on the EPAN Site and accessed via the Services may be changed, varied or updated by Panasonic at any time without notice.
• 8. RESTRICTED ACCESS RIGHTS
• 8.1 Buyer may, in its Application, nominate the type and quantity of User Profile it desires for the EPAN Site and Services for Representatives.
• 8.2 Panasonic will provide Buyer with a user name for each User Profile ("Category ID") as requested in the Application.
• 8.3 Panasonic must procure that the Category ID provided to Buyer for each nominated User Profile provides the appropriate Access Level for the appropriate User Profile.
• 8.4 Category IDs will only be able to access the Access Level when used with a password.
• 8.5 Buyer is responsible for providing, maintaining and controlling Representatives' passwords necessary (with use of Category ID) to gain access to Access Level.
• 8.6 Buyer must procure that each of its Representatives only gain access to the EPAN Site through the use of the Representative's allocated password (with use of Category ID).
• 8.7 Buyer and its Representatives must maintain the confidentiality of their passwords and must notify Panasonic of any known or suspected unauthorised use of the Buyer's account, or any known or suspected breach of security, including any loss, theft or unauthorised disclosure of its password in any circumstances where an unauthorised user may gain access to the EPAN Site and Services without proper authority.
• 8.8 Panasonic bears no liability for any transaction which occurs using Category ID once given to Buyer.
• 9. BUYER LIABILITY FOR REPRESENTATIVES
• 9.1 Any act or omission by a Representative will, in relation to any obligation or undertaking of the Buyer under the Terms, be deemed to be an act or omission by the Buyer.
• 9.2 The Buyer is responsible for any security breach and for all use or misuse of the EPAN Site and Services, including, without limitation, all data entry, order placements and applications of a Representative.
• 10. BUYER CONDUCT
• 10.1 Buyer is solely responsible and liable for the contents of its transmissions through the EPAN Site using the Services or otherwise (including without limitation, placements of orders and other data entry).
• 10.2 Buyer agrees to use and to procure that its Representatives use the EPAN Site and Services only for the Permitted Use and not use:
• (a) the EPAN Site and Services for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive or defamatory nature; or
• (b) any mechanism, device, software or script to affect the proper functioning of the EPAN Site including (i) taking any action that places an unreasonable burden or excessive load on the operating system of the EPAN Site; or (ii) taking any action which may infect the EPAN Site with any routine such as any virus, time bombs, trojan horse, worm, cancelbot or other computer routine that may damage, interfere with, delay, intercept or expropriate any system, data or personal information and must not interfere or disrupt networks connected to the EPAN Site.
• 10.3 Panasonic retains the right, in its absolute discretion, to determine whether or not Buyer's conduct complies with any term of the Terms and may, in its absolute discretion, suspend or terminate Buyer's Security Tags and right of access to use the EPAN Site and Services.
• 11. INDEMNITY
• Buyer agrees to indemnify Panasonic and at all times to keep Panasonic indemnified from and against, and to hold Panasonic harmless from any and all liability, loss, damages, claim or causes of action, including legal fees and expenses that may be incurred by Panasonic, arising out of or in connection with Buyer's breach of any of the Terms or the negiligent act or ommission or wilful act or ommission of Buyer, Buyer's Representatives, agents, officers and employees .
• 12. LIMITATION OF PANASONIC'S LIABILITY
• 12.1 Where it is not lawful or possible to exclude conditions, warranties or rights implied or given in respect of the Terms by law, Panasonic's liability for any breach of such implied conditions, warranties or rights will (but only to the extent allowed by law) be limited (at Panasonic's option) to the supplying of the service again or the payment of the cost of having the service supplied again.
• 12.2 All other implied conditions, warranties or rights, together with any implied by custom or other circumstances, are excluded.
• 12.3 Subject to the provisions of this clause and despite any implication arising from any other clause in these Terms, Panasonic is not liable to Buyer in contract or in tort (including negligence) for, or in respect of, any direct, indirect or consequential loss or damage suffered by the Buyer or any other person arising out of any breach or other act or omission in connection with these Terms.
• 13. MONITORING USE AND TERMINATION/SUSPENSION
• 13.1 Panasonic reserves the right to monitor the use of the EPAN Site and Services by the Buyer. Panasonic reserves the right to deny access to the EPAN Site and Services if in its reasonable opinion:
• (a) there is a fault with the Services;
• (b) there has been a breach of the security of the Security Tags of the Buyer or password of Representatives using the Services; or
• (c) there is or has been interference with, manipulation of or tampering with the EPAN Site and/or Services.
• 13.2 Panasonic is entitled to terminate or suspend the Buyer's right to use the EPAN Site and Services by notice to the Buyer if the Buyer breaches any of these terms and conditions or is or becomes insolvent. Such termination takes effect immediately on notice being given by Panasonic and Panasonic has no liability or obligation to the Buyer in respect of any access which the Buyer requires after notice of termination is given.
• 13.3 Panasonic may at any time and for any reason terminate or cancel all access to and provision of the EPAN Site and Services without incurring any liability whatsoever.
• Executed acceptance of the above terms and conditions for the use of E-Pan