Carelli Design
Partner Registration and License Agreement
 

Carelli International Corporation

IMPORTANT: PLEASE READ CAREFULLY THE PARTNER REGISTRATION AND LICENSE AGREEMENT BELOW. BY USING THE PASSWORD TO ACCESS THE PARTNER MEMBERS WEBSITE, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU SHOULD PRINT AND KEEP A COPY OF THIS AGREEMENT.

General information

Important: The following “Partner Registration and License Agreement” applies exclusively to Partner Members and use of the Partner Members Website (“Site”). It does not apply to any other restricted area, unrestricted area or Site provided by Carelli International Corporation.

The Partner Members Website is a restricted area containing confidential content. By using a password to access the Partner Members Site, you indicate your acceptance of the terms and conditions set forth in the following “Partner Registration and License Agreement.” If you are not sure about your legal obligations, do not access or use the Partner Members Site.

PARTNER REGISTRATION AND LICENSE AGREEMENT

1.0 Legal Agreement:

1.1 This is a legal agreement ("Agreement") between Carelli International Corporation ("CI") and your company ("Company") governing Company's right to access the CI Partner Members Website, a restricted Website (“Site”), and to view, download certain documents, software and other materials located on the Site ("Content"). To be eligible to access and use the Site, Company must be a bona fide partner with CI, or wishes to actively engage in co-development, testing, certification, consulting, manufacturing, or provide certain products, components or services with CI (“Active Licensee”). If Company is not an Active Licensee or if Company does not agree to all of the terms of this Agreement, then CI is unwilling to permit Company to access or use the Site or its Content.

1.2 CI reserves the right to revise this Agreement at any time. Notification may be posted online, or sent via email or postal mail to the address provided by Company during registration ("Registration") or as updated by Company. Company's continued use of any Account after such notification shall constitute Company's acceptance of this Agreement as revised.

2.0 Representations. Company and the individual completing Company's Registration ("You") each represents and warrants that (a) Company is an Active Licensee, (b) all information submitted during Company's Registration is accurate, (c) Company has authorized You to enter into this Agreement on behalf of Company.

3.0 Account Administration:

3.1 Company shall appoint an Account Administrator to maintain and administer Company's Registration and all Accounts in accordance with Partner Account Administration Guidelines.

3.2 Accounts may be established only for Company employees ("Site User"), and may be used only by the Site User for whom the Account is established. Company shall advise each Site User of the terms and conditions governing use of an Account.

4.0 Use of the Site and Content; Confidentiality:

4.1 CI grants Company a limited, non-exclusive, non-transferable, right to view, download and use Content solely for Company's internal use. Content is subject to the provisions in the Copyright Notice for Partners and applicable copyright laws. Company may not modify Content, post Content on a website accessible by third parties, or otherwise distribute Content to third parties in either electronic or hard copy form. No logo, graphic, blueprint, drawing, sound, image, or photographic image from this Site may be copied or retransmitted unless expressly permitted by CI in writing. Software available for downloading from this Site also shall be subject to the terms and conditions set forth in the license agreement that accompanies such software.

4.2 Company agrees to maintain the confidentiality of (a) all Content, with the exception of specific Content marked “for Distribution” or “Press Release” and (b) information relating to access to this Site, including Company's Registration information and Account passwords.

5.0 CI Use of Registration, Site Usage and Other Information:

5.1 Company agrees that CI may gather information provided in connection with Company's Registration and user accounts ("Accounts") established under Company's Registration, as well as aggregate statistical information regarding use of the Site by Company and individuals with Accounts. CI Privacy Statement

5.2 CI reserves the right to modify and publish and transmit any materials, tips or other information voluntarily submitted to CI by Company and any Site User, and all such information will become CI property.

6.0 Links to other Sites. This Site contains links to websites that are not under the control of CI. Company acknowledges that CI is not responsible for the contents of any linked Site or any link contained in a linked Site. CI is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by CI of the linked Site.

7.0 Ownership and Operation. The Site and Content are owned and/or copyrighted works of CI, and/or their respective suppliers. CI reserves complete and sole discretion with respect to the operation of the Site and any Content.

8.0 WARRANTY DISCLAIMER; LIMITATION OF LIABILITY:

WARRANTY DISCLAIMER: THE SITE AND CONTENT ARE PROVIDED "AS IS." AND CI AND THEIR SUPPLIER MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE USABILITY, SUITABILITY, CONDITION, OPERATION OR ACCURACY THEREOF. CI, AND THEIR SUPPLIERS DO NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND FURTHER DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS (EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION, ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF CI, AND/OR THEIR SUPPLIERS. COMPANY'S USE OF THE SITE AND CONTENT IS AT ITS OWN RISK. COMPANY ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM DOWNLOADING AND/OR USE OF SOFTWARE, FILES OR CONTENT OBTAINED FROM THE SITE, COMPANY AGREES THAT CI AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL AND SPECIAL DAMAGES) RESULTING FROM LOSS OF USE, DATA OR PROFITS ARISING OUT OF OR IN CONNECTION WITH COMPANY'S USE OF THE SITE OR CONTENT, AND COMPANY HEREBY RELEASES CI AND ITS SUPPLIERS FROM ANY OBLIGATIONS, LIABILITIES AND CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF CI, OR THEIR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

9.0 Indemnification. Company agrees to indemnify, defend and hold CI, their suppliers, and all of their officers, directors, owners, and agents (collectively, the "Indemnified Parties") harmless from all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach of the Agreement by Company or any Site User, including without limitation, reasonable attorney's fees. Company shall cooperate as reasonably required by CI in the defense of any claim. CI reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Company.

10 Effective Date and Duration; Termination:

10.1 This Agreement takes effect on the date Company first accesses or uses the Site, and shall continue until Company's Registration and all Accounts cease or is terminated.

10.2 Company may terminate its Registration at any time by sending mail requesting termination to partnermemberservices@carellidesign.com. Company's Registration and all Accounts shall immediately terminate if Company is no longer an Active Licensee. CI also may terminate or suspend Company's Registration and/or all Accounts at any time, with or without cause, with or without notice.

10.3 Upon termination of this Agreement, all of Company's rights herein shall cease. Sections 4.2, 8, and 9 of this Agreement shall survive termination of this Agreement.

11 General:

11.1 This Agreement is governed by the laws of the State of California U.S.A. as if the Agreement was a contract wholly entered and performed by California residents within the State of California. Company consents to the exclusive jurisdiction and venue of courts in Los Angeles County, California in all disputes arising out of or relating to this Agreement.

11.2 CI's performance under this Agreement is subject at all times to existing laws and legal process. CI reserves the right to comply with law enforcement requests or requirements relating to Company's Registration and Accounts, and use of the Site and its Content.

11.3 This Agreement constitutes the entire agreement between CI and Company regarding Company's Registration and Accounts, and use of the Site and its Content. This Agreement supersedes all prior or contemporaneous communications and proposals, whether oral or written, between CI and Company with respect thereto.

Revised January 2012

Publication Ref. 0191.3811 EN form 3811.1/V104

Refer to Terms of Use for Partner Members for guidelines concerning the use of the Partner Members Website.

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