The purpose of the present procedure (this "Procedure") is to define the terms and conditions under which the Company authorizes the Partner to access to the Technicolor Broadband Partners Web Site (hereafter called TTWS).
In order to access and use the TTWS, and in addition to the access code and password supplied by the Company according to Section 2 herein, the Partner shall be required and responsible for: (a) obtaining access to the Technicolor Broadband Partners Web Site and, as the case may be, bearing any service fees, costs and charges (including telecommunication charges), local taxes, dues or withholding of any kind associated with or incurred by such access and use of the Technicolor Broadband Partners Web Site, and (b) providing its authorized users with all equipment necessary to access to the Technicolor Broadband Partners Web Site, including but not limited to a computer, modem or other access devices.
In consideration of the global nature of the Internet, and in addition to this Procedure, the Partner agrees to comply with all applicable laws or regulations regarding access to the TTWS, online conduct and transmission of data exported from France and/or imported in the country in which the Partner is located.
2. Appointment of the TTWS Users - ID and Password allocation
2.1 The Partner shall appoint among its employees or agents those who may be authorized to have access to the TTWS (the "Users").
2.2 The Partner shall immediately provide the Company by written notice with the Users list including the Users' names and title as well as their complete mailing address, phone number and e-mail address. The Partner shall take all necessary measures to cause the Users to fully comply with any and all requirements and obligations provided for under this Procedure.
2.3 After Users' list has been so provided, the Company shall create one identification access code (the "ID") and one password for each of the Users (the "Password"). Each User shall receive from the Company their ID and Password respectively by e-mail and by registered letter acknowledgement of receipt requested.
2.4 The Password is the property of the Company alone. The Company may revoke the Password and access rights to the TTWS at any time, in the Company's sole discretion. Furthermore, the IDs and the Passwords are confidential information as defined in Section 6 herein.
2.5 The Partner and each of the Users shall take all necessary measures to protect the Password from unauthorized use and disclosure; these measures shall include, but shall not be limited to, keeping the Password confidential from the User's co-workers. The Partner shall be responsible to the Company for the ID and Password security.
2.6 Any modification to the Users list shall be immediately notified in writing to the Company such as in case of any User terminating its employment with the Partner or any newly appointed User by the Partner. In this latest case, the newly appointed User shall be provided with an ID and Password according to the terms and conditions of Section 2.2 herein.
2.7 Without prejudice to the foregoing, the Users shall cease the use of the ID and the Password immediately upon termination of employment and the Partner shall make cease the use of the ID and the Password by any of the Users who is not any more employed by the Partner.
3. Access perimeter
3.1 The Partner acknowledges and agrees that the Users are authorized to use the IDs and the Passwords only for accessing the TTWS for the business purposes intended by the Membership Agreement concluded with the Company. The Partner and the Users may not use the IDs and the Passwords to any other end.
3.2 The selection and amount of the information available on the Web Site shall be at the sole discretion of the Company; furthermore, the Company shall be entitled to modify, at any time, any information available on the TTWS or discontinue, temporarily or permanently, the TTWS access (or any part thereof) with or without notice to the Partner.
3.3 The Partner and the Users are expressly forbidden from accessing and/or interfering with any equipment (hardware or software) owned by the Company, if the use of such equipment is not necessary for the exchange or transfer of information with the Company.
4. Notices specific to software available on the TTWS
4.1 The Company retains all title to any software that should be made available to download from the TTWS (the "Software"). Use of the Software (the "Software License") shall be governed by the terms of the software license as set forth in the Company's General terms and conditions as defined in annex 6.
4.2 The Software is made available for downloading solely for use by the Partner and/or the Users according to the Software License. Any reproduction or redistribution of the Software not in accordance with the Software License is expressly prohibited.
4.3 The Software is warranted, if at all, only according to the terms of the Software License. Except as warranted with respect to the Software in the Distribution Agreement or in the Software License, the Company hereby disclaims all warranties and conditions with regard to the Software, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.
The Partner agrees to keep confidential as provided for under Article 8 to the Membership Agreement any and all confidential or information as defined in the aforesaid Article received or read through the TTWS and any such information the Users download, transfer, print or otherwise obtain from the TTWS.
6. Proprietary Information
All the TTWS design, text, graphics, selection and arrangement thereof, and all software compilations, underlying source code and all other information or data published on the TTWS are protected by copyright.
The Company hereby authorizes the Partner to copy the information published by the Company on the TTWS solely for use in support of the Products distribution and the Membership Agreement. No other use of such information is authorized. In consideration of this authorization, the Partner agrees that any copy of this information which the Partner makes shall retain all copyright and other proprietary notices in the same form and manner as on the original. The Partner understands and acknowledges that no license under any patent, copyright, trade secret or other intellectual property right is granted or conferred upon the Partner and/or the User in this Procedure or by the access or transfer of any information through the TTWS as contemplated hereunder, either expressly, by implication, inducement or otherwise, and any license under such intellectual property rights must be express and in writing.
The trademarks, logos and service marks (the "Trademarks") displayed on the TTWS are the property of the Company or other third parties, as the case may be. The Partner and the Users are not permitted to use the Trademarks without the prior written consent of the Company or such third party which may own the Trademarks.
8. Personal Data and Information
Personal data or information transmitted to the Company by the Partner and/or the Users in order to have access to the TTWS shall be included in an automated file managed by the Company in accordance with the laws and regulation in force in France.
Such data and information may be (i) provided to the Company's contractual partners, subsidiaries or parent companies in order to process the Speed Touch Partner Program and (ii) used by the Company as database for the TTWS administration, internal reporting and/or for the mailing of publicity and commercial offers related to the Products.
The Partner shall cause the Users to agree the same prior to their appointment as User pursuant to Section 2 herein.
The Partner or an User is at any time entitled, upon prior written notice mailed to the address indicated in the "Contact" page of the TTWS to exercise his (her) right to access to, to correct or erase information concerning him transmitted to the Company in accordance with the provisions of the law and regulation in force in France.
For the purpose of the present provision, a "Cookie" means a small data file sent to an User browser from the TTWS server and stored on such an User computer's hard drive. A Cookie file may contain information such as an User ID that the TTWS uses to track the pages visited by such an User; however the sole personal information a Cookie may contain is information supplied by an User himself (herself).
The Company may use a Cookie in order (i) to estimate the TTWS audience size, (ii) to measure certain traffic patterns and which pages of the TTWS is visited, and (ii) to appreciate how effective the TTWS navigational structure is in helping Users to reach certain information.
10. Links to third party sites
The TTWS may contain links to third party sites. Such linked sites are not under the control of the Company and the Company is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. The Company is providing these links to the Partner and the Users only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the aforesaid site.
11. Hot-line support
In case of technical problems when trying to access, the User can call the STPP Support Center; the STPP Support Center call number is indicated in the "Contact" page of the TTWS. The Company does not warrant the accuracy or completeness of the hot-line support so provided.
12. General disclaimer
The TTWS and any and all information provided under the TTWS as well as any Company's technical support are provided "AS IS" and on an "IS AVAILABLE" basis without any representation or endorsement made and without any warranty of any kind whether express or implied, including but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, completeness, security and accuracy.
Furthermore, the Company does not warrant that the electronic functions contained in the TTWS will be uninterrupted or error free, that defects will be corrected, or that the TTWS or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the information available through the TTWS. The Company further does not warrant the accuracy or completeness of the hot-line support provided in accordance with Section 11 herein.
To the fullest extent permitted by law, neither the Company nor any of its affiliates, parent or sister companies, directors, employees or other representatives will be liable for direct, indirect, special, incidental, punitive or consequential damages of any kind including but not limited to loss of use, data, loss of profits, income, business, anticipated savings, reputation as well as financing costs or increase in operating costs or other economic loss arising out of the use or inability to use the TTWS or reliance on the information provided and material contained in the TTWS.
13. Applicable law
This Procedure and all claims or issues regarding the TTWS shall be governed by the laws of France, to the exclusion of its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded.
14. Disputes regulation
Any dispute or difference arising out of or concerning this Procedure or the TTWS which dispute or difference cannot be settled amicably, within one (1) month, shall be finally settled by the Commercial Courts in Paris, France.
Each provision of this Procedure shall be valid and enforceable to the fullest extent permitted by the applicable law referred to hereinabove. If any provision of this Procedure the application of such provision to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Procedure, or the application of such provision to any persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability.
No waiver by the Company of any default of the Partner and/or the Users in the performance of any of its (their) obligations hereunder shall be effective unless in writing; nor shall a waiver of a past default be construed as a waiver of any subsequent default.