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.
Purpose
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.
Additional Terms
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.
Changes
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:
Account ID and Passwords
Your Information
Verification
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.
Confidentiality
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.
Indemnification
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.
Limitation of Liability
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.
Disclaimers
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.
Additional IoT Partners Portal Terms and Conditions
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.