The Telefónica IoT Partners Portal accessible at https://iotpartners.telefonicatech.com/partners/login (the “IoT Partners Portal”) is maintained by TELEFONICA IoT & BIG DATA TECH. These IoT Partners Portal Terms and Conditions (the “IoT Partners Portal Terms”) govern the access and use of the IoT Partners Portal in connection with participation in the IoT Partners by organizations and entities whose request for access to the IoT Partners Portal has been confirmed in writing by TELEFONICA IoT & BIG DATA TECH (“Partners”). By submitting your request, you agree and accept to be bound by these IoT Partners Portal Terms.

The IoT Partners Portal is designed to facilitate communications, to be supportive of business development and cooperative marketing efforts by providing Partners with access to certain functionalities, tools, content and information corresponding to Partner’s category of participation in the IoT Partners Programme, as determined by TELEFONICA IoT & BIG DATA TECH.

These IoT Partners Portal Terms include any other specific terms and conditions to be accepted by the Partner before accessing and using certain functionalities of the IoT Partners Portal, including without limitation the Legal Notice and Privacy Policy. Any reference to the term “IoT Partners Portal Terms” hereunder shall be deemed to include any other specific terms included in the IoT Partners Portal.

TELEFONICA IoT & BIG DATA TECH reserves the right to change, modify or update these IoT Partners Portal Terms, including without limitation the business policies and practices associated with the use of the IoT Partners Portal, the functionalities, tools, content and information contained in the IoT Partners Portal, and the conditions and levels of access corresponding to each category of Partner, without prior notice at any time. Your continued use of the IoT Partners Portal is your agreement to be bound by such changes. In addition, TELEFONICA IoT & BIG DATA TECH reserves the right to terminate your access to the IoT Partners Portal, or to cease operation of the IoT Partners Portal, in whole or in part, at any time, without notice and with or without cause. Termination of use of the IoT Partners Portal will not relieve you of the obligations under the IoT Partners Portal Terms that you assumed by using the IoT Partners Portal. You agree further as follows:

1. Once your registration has been confirmed, an account ID and a password will be provided to you authorising you, and only you, to use IoT Partners Portal. Please do not make your password available to others. Anyone besides you who is interested must register separately and request his own account ID and password. You will be responsible for all activities under your account ID and password, so the security of your account ID and password must be maintained. TELEFONICA IoT & BIG DATA TECH reserves the right to change your account ID and password at any time at its sole discretion and shall notify you of this change as soon as reasonably practicable. If your account ID or password becomes known to any other unauthorised user, you must inform TELEFONICA IoT & BIG DATA TECH immediately. TELEFONICA IoT & BIG DATA TECH shall have no liability whatsoever for any unauthorised use of misplaced, lost or stolen account ID or passwords.
2. Informational data, materials and any content (including text, photographs, graphics, images, icons, software, links and other audio-visual and graphic design and source code) available on the IoT Partners Portal (“Portal Material”) may only be downloaded and used by Portal Partners for internal purposes and may not be shared or disclosed to third parties except with TELEFONICA IoT & BIG DATA TECH’s prior written permission.

3. As part of the registration process or otherwise during the course of your use of the IoT Partners Portal, you have provided or will provide certain data related to your organization (“Your Information”) including your organization’s name, contact information, company trade names, trademarks, logos, company web site URLs (“Partner Marks”) and certain other information about your business which TELEFONICA IoT & BIG DATA TECH will store in your company profile within the IoT Partners Portal which will form a part of TELEFONICA IoT & BIG DATA TECH’s catalogue of partners under the IoT Partners. Your Information will be processed with the purpose of participating in the IoT Partners and/or facilitating your use of the IoT Partners Portal. In particular, all data acquired in this context, including any updates made by you to your company profile following the registration process will be collected for using the IoT Partners Portal, promoting you as a Partner on the IoT Partners Portal and in other TELEFONICA IoT & BIG DATA TECH marketing materials, in order to facilitate lead sharing and teaming opportunities, and to provide access to market, technology and partner information through the IoT Partners. You agree that Your Information may be accessible by users of our public facing web site according to partner name, partner solution or other search criteria.
4. TELEFONICA IoT & BIG DATA TECH has technical and organizational measures in place to protect against the loss, misuse, alteration, unauthorised access to Your Information.
5. In addition, in the course of your use of the IoT Partners Portal, you may from time to time provide certain deal related information (“Deal Related Information”). Such Deal Related Information will be collected and used by TELEFONICA IoT & BIG DATA TECH for the purpose of supporting and improving the tools and incentives made available to you on the IoT Partners Portal.
6. You represent and warrant that all information submitted by you to us via or in connection with the IoT Partners Portal is truthful, complete, accurate and not misleading, that you are free to supply such information to us and that we may use such information without restriction in providing and carrying out the IoT Partners Portal and all related functionalities, services, tools, incentives, and other features. You agree to cooperate with TELEFONICA IoT & BIG DATA TECH’s requests to supplement such information as needed. If the information you have submitted changes at any time, it is your responsibility to update such information on the IoT Partners Portal or by providing notice to TELEFONICA IoT & BIG DATA TECH.
7. You acknowledge and agree that, TELEFONICA IoT & BIG DATA TECH may use Your Information, once this information is anonymized, ensuring that anonymized information does not include any identified or identifiable information according to the relevant Data Protection Regulations, for the exclusive purpose of analysing such information through their Business Intelligence units, both by TELEFONICA IoT & BIG DATA TECH or any entity within Telefónica Group, in order to manage and create knowledge, designing business strategy and identifying actions, strengths and weakness of the business.
8. You grant us the non-exclusive right to utilize the information you provide on the IoT Partners Portal for the purposes stated herein and further consent to the disclosure by TELEFONICA IoT & BIG DATA TECH of such information to TELEFONICA IoT & BIG DATA TECH’s affiliates, contractors and agents for the purpose of fulfilling the IoT Partners.
9. These IoT Partners Portal Terms do not authorise the distribution or resale of Telefónica IoT Services or Bundled Partner Services, or entitle you to receive any incentives, discounts or other promotions under the IoT Partners or otherwise. Any such distribution or resale by Partner and any eligibility of Partner to receive incentives, discounts or other shall be pursuant to the conditions and limitations of the IoT Partners and subject to separate agreement(s) between Partner and a Distribution Authorised Partner, or Partner and TELEFONICA IoT & BIG DATA TECH and its Affiliates. These IoT Partners Portal Terms shall not in any way be construed to impose any duty or liability on TELEFONICA IoT & BIG DATA TECH toward Partner in respect of any obligations owed to Partner under such separate agreements.
10. You acknowledge that as between the parties TELEFONICA IoT & BIG DATA TECH and its Affiliates own, retain, and reserve all copyrights and other proprietary rights in the IoT Partners, the IoT Partners Portal (including all Portal Materials), and all Telefónica IoT Services, including the service marks, trademarks, and trade names used by TELEFONICA IoT & BIG DATA TECH and its Affiliates in connection therewith (“Telefónica Marks”). Nothing in these IoT Partners Portal Terms grants Partner the right to use any Telefónica Mark or any service mark, trademark, or trade name that is confusingly similar to or a colourable imitation of any Telefónica Marks. Partner will not incorporate the Telefónica Marks into any service mark, trademark, or trade name used or developed by Partner. You agree that you will not at any time assert or claim any interest in or do anything that may directly or indirectly contest, dispute, impair or otherwise adversely affect the validity or enforceability of the Telefónica Marks. Additionally, all trademarks, trade names or logos of any kind that appear on the IoT Partners Portal are the property of TELEFONICA IoT & BIG DATA TECH or others who have authorised to TELEFONICA IoT & BIG DATA TECH inclusion and use on the IoT Partners Portal. All intellectual property rights of the IoT Partners, IoT Partners Portal, Portal Materials and Telefónica IoT Services are legally reserved and access to the and its use by you must not be regarded in any way as conferring any license or right under any asset which ownership belongs to TELEFONICA IoT & BIG DATA TECH or third parties. The reproduction in whole or part of them in any form, and the sale, transfer, lease, distribution, public communication, transformation or any other use want to give them, without permission from the rightful owner, is strictly prohibited and will be prosecuted civil and, where appropriate, criminally, in accordance with national laws and applicable international treaties.
11. Ordering tools may be available through the IoT Partners Portal for certain partners of the IoT Partners depending on their applicable partner category and subject to the previous execution of a services agreement with TELEFONICA IoT & BIG DATA TECH or TELEFONICA IoT & BIG DATA TECH Affiliate for the purchase of Telefónica IoT Services. In relation to any orders for Telefónica IoT Services made by a Partner via the IoT Partners Portal, you acknowledge and agree that any order placed will be binding on you and that the terms and conditions of the services agreement between you and TELEFONICA IoT & BIG DATA TECH or the applicable TELEFONICA IoT & BIG DATA TECH Affiliate shall apply to the supply of such Telefónica IoT Services, together with the specific ordering terms and conditions set forth on the IoT Partners Portal at the time of order.
12. Partner understands that notwithstanding the use of the term "partner", these IoT Partners Portal Terms and the use of the IoT Partners Portal in no way creates a partnership, joint venture or alliance between the Portal Partner and TELEFONICA IoT & BIG DATA TECH or any TELEFONICA IoT & BIG DATA TECH Affiliate. Partner will not have, and will not represent that it has any power, right or authority to bind TELEFONICA IoT & BIG DATA TECH or any TELEFONICA IoT & BIG DATA TECH Affiliate, or to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of TELEFONICA IoT & BIG DATA TECH or any TELEFONICA IoT & BIG DATA TECH Affiliate.

13. TELEFONICA IoT & BIG DATA TECH reserves the right to request information from Partner to confirm that Partner is fulfilling the conditions and requirements of these IoT Partners Portal Terms. Partner agrees to reasonably cooperate with TELEFONICA IoT & BIG DATA TECH on all such inquiries, and to provide TELEFONICA IoT & BIG DATA TECH with all reasonably requested information.

14. You undertake to treat as strictly private and confidential and not to disclose to third parties any information, data, news or document in any medium relating to the IoT Partners Portal, IoT Partners, Portal Materials, or Telefónica IoT Services, which you obtain or receive in connection with your use of the IoT Partners Portal, and in entering into or performing these IoT Partners Portal Terms, including these IoT Partners Portal Terms (the “Confidential Information”). The undertaking set out in the paragraph above will not be deemed to be breached if information, news, data and/or documents are already in the public domain when disclosed or the disclosure of such information is required by law or an authority orders the total or partial disclosure of the Confidential Information. The confidentiality obligations established herein shall survive the termination of these IoT Partners Portal Terms and shall continue until any exception included in this section applies. These IoT Partners Portal Terms do not supersede, rather they augment, any and all responsibility for confidentiality between TELEFONICA IoT & BIG DATA TECH and Partner in any non-disclosure agreements or other agreements setting forth your confidentiality obligations signed between the parties.

15. Partner shall indemnify, hold harmless, and, upon TELEFONICA IoT & BIG DATA TECH’s request, defend TELEFONICA IoT & BIG DATA TECH and its Affiliates against any claims, liabilities, and expenses, including but not limited to court costs and attorney's fees, arising from the acts or omissions of Partner, its employees, and agents in connection with these IoT Partners Portal Terms.

16. TO THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, TELEFONICA IoT & BIG DATA TECH AND ITS AFFILIATES SHALL HAVE NO LIABILITY UNDER THESE IoT Partners PORTAL TERMS OR OTHERWISE FOR ANY DAMAGES (INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA), EVEN IF TELEFONICA IoT & BIG DATA TECH HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES.

17. TELEFONICA IoT & BIG DATA TECH DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE IoT Partners PORTAL, THE IoT Partners AND ALL TELEFÓNICA IoT SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. TELEFONICA IoT & BIG DATA TECH expressly disclaims any warranty with regard to the IoT Partners, all Telefónica IoT Services, any functionality of the IoT Partners Portal, of any Portal Materials or of the IoT Partners Portal itself. You expressly understand and agree that the use of the IoT Partners Portal, its functionalities and any Portal Materials are at your sole risk. To the maximum extent permitted by applicable law, the IoT Partners Portal, its functionalities and any Portal Materials, and if applicable, any services provided under the IoT Partners Portal, is provided “As Is” and “As Available” basis, without any express, statutory or implied warranty of any kind, including but not limited to any warranties of merchantability, of satisfactory quality, accuracy, of quiet enjoyment, no infringement, or fitness of a particular purpose, including also without warranty that the IoT Partners Portal, its functionalities and/or any Portal Materials will meet your requirements or the use of the IoT Partners Portal, its functionalities and any Portal Materials provided through it shall be uninterrupted, timely, secure or error free or that the results that may be obtained from such access and use will be accurate or reliable, that the quality of the IoT Partners Portal, its functionalities and any Portal Materials will meet your expectations, or that defects in the IoT Partners Portal its functionalities and any Portal Materials will be corrected. TELEFONICA IoT & BIG DATA TECH does not warrant or assume responsibility for the accuracy or completeness of any Portal Materials, or any information advice contained in any of such Portal Materials shall create a warranty. TELEFONICA IoT & BIG DATA TECH makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer programme. TELEFONICA IoT & BIG DATA TECH further expressly disclaims any warranty or representation to any third party. Without limiting the generality of the foregoing, Partner agrees and acknowledges that the Telefónica IoT Services are available within the operating range of the applicable network and that any network coverage maps provided on the IoT Partners Portal are good faith approximations of outdoor coverage; actual coverage area may vary and TELEFONICA IoT & BIG DATA TECH is not liable to Partners for any claim or damage related to or arising out of or in connection with any map information, including the accuracy thereof.

18. These IoT Partners Portal Terms shall be governed and interpreted in accordance with the laws of Spain, except for the body of law pertaining to conflicts of law. Any disagreement in the interpretation and execution of these IoT Partners Portal Terms shall be submitted to the courts and tribunals of the city of Madrid.

19. Notices to you: except as otherwise set forth herein, notices made by TELEFONICA IoT & BIG DATA TECH to you under these IoT Partners Portal Terms will be provided to you via the email address provided by you to TELEFONICA IoT & BIG DATA TECH in the registration process you followed to be a Partner or in any updated email address you provide TELEFONICA IoT & BIG DATA TECH. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon TELEFONICA IoT & BIG DATA TECH’s sending of the email, whether or not you actually receive the email.

Notices to TELEFONICA IoT & BIG DATA TECH: for notices to be made by you to TELEFONICA IoT & BIG DATA TECH under this Agreement and for questions regarding these IoT Partners Portal Terms or the use and access of the Portal, you may contact us through info.partners.m2m@telefonica.com.

20. You may not assign these IoT Partners Portal Terms or otherwise transfer any of your rights or obligations, including any credentials, under these IoT Partners Portal Terms, without the prior written consent of TELEFONICA IoT & BIG DATA TECH. TELEFONICA IoT & BIG DATA TECH, upon prior, written notice (including by email) to you and without your consent, may assign or otherwise transfer these IoT Partners Portal Terms to a third party, whether an Affiliate or not. TELEFONICA IoT & BIG DATA TECH may at any time subcontract part or all of its obligations hereunder.