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 the 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 2004
Publication Ref. 0191.3811 EN form 3811.1/V103
Refer to Terms
of Use for Partner Members for guidelines concerning
the use of the Partner Members Website.
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