CONTRACT CODE: CP []-[][]
USAGE LICENSE AGREEMENT
OF THE TALGO SUPPLIER'S PORTAL
BETWEEN
PATENTES TALGO S.L.U.
AND
[]
In Madrid, on [] [.], 201_.
WHEREAS,
On the one hand, PATENTES TALGO, S. L.U. (Hereinafter referred to as “TALGO”) with CIF B84528553 and registered office in Las Matas, Paseo del Tren TALGO número 2, (28290 Madrid) (Spain), represented herein by Eduardo Fernández-Gorostiaga Cámara with DNI 16,052. 043-K, as powers resulting from the power of attorney granted in his favor on July 28, 2008, before the Notary of Las Rozas, Pedro Muñoz García-Borbolla, with number 708 of his protocol.
On the other hand, [] (hereinafter as the “the USER”) with CIF [] and established in [] (Spain), represented herein by [], with DNI [], as [] and use of the powers conferred under authority granted in their favor on [], before the Notary of [], [] number []of his protocol.
TALGO and the USER may be designated individually as a "Party" and collectively as "Parties" hereafter.
Both Parties mutually manifest the ability to hold this event,
STATE
I.- The USER is a Supplier of different services to TALGO, according to the Service Provision Agreement dated on […], which is in force as of the current date.
II.-With the purpose of easing the provision of the different services offered by the USERS to TALGO, as of the current date, the later has agreed on providing access to the Supplier's Portal, owned only and solely by TALGO, being the user compelled to observe the terms and conditions established by the Agreement herein.
III.- That the USER has stated its whole and total compliance with the use of the aforementioned Supplier's Portal, committing himself to carry out any further work required by the business relationship with TALGO through the aforementioned Portal.
In consequence, both Parties arrange to sign this document and therefore they express their interest in regulating the access and use of the Web Site so-called "Talgo Supplier's Portal" (herein, together with all its Annexes, the “AGREEMENT”), which formalize by common agreement, taking into account the following
PROVISIONS
FIRST.- Purpose and object
Under this Agreement, TALGO grants the USER a nonexclusive, nontransferable, free and limited in time and national geographic scope license of the Supplier Portal described in this Agreement.
The USER acknowledges and expressly recognizes that the termination of this license shall not generate any right to compensation, expressly renouncing through this to any type of compensation for the termination of use, regardless of the causes that generated it.
The USER agrees not to exceed the maximum number of users, servers or CPU's authorized.
The USER acknowledges and agrees that its rights granted can not be transferred to third parties, and other rights in the Website other than those expressly contained in this Agreement are not granted.
The USER acknowledges and accepts expressly that assigning the use and / or distribute and / or sub-distribute the Site or any element thereof is completely forbidden.
SECOND.- Technical Requirements. Deploying Portal components.
In the event that the USER lacked the technical means to enable the use and operation of the Portal, TALGO reserves the right to automatically resolve this Agreement, without generating any right to compensation for the USER.
TALGO shall not be liable for the poor functioning of the Portal arising from inadequate technical means of USER.
The USER is obliged through this Agreement to facilitate access to its facilities and make available technical, human and material resources to TALGO, which may be necessary for the installation and implementation of the Portal, assuming no charge derivative thereof by TALGO.
In no event shall TALGO respond for the possible incidents that resulting from the installation and implementation of Portal servers, computers and / or networks of USER, forcing it to indemnify TALGO of any contingencies that may arise in the process.
THIRD.- Length of this Agreement.
This Agreement will have an initial term of one (1) year from the date of signature, being automatically renewed when this time expires for periods of an identical duration, unless either Party indicated its opposition to such renewal by giving notice to the other party with a minimum of one (1) month before the date of maturity. In such a case, the USER access will be blocked to the site and he must uninstall or delete all components within a maximum period of three (3) calendar days after this Agreement is resolved.
Similarly, any Party may request the termination of this Agreement, at any time, without giving any reason, and without right to compensation through an advance warning of fifteen (15) calendar days.
FOURTH- Warranty
Talgo expressly warrants to the USER, by means of this instrument, that:
a) The USER has full rights to enter into this Agreement on the Portal whose use is subject to assignment by the same.
b) That the Portal or its parts do not infringe any right protected by law owned by any third party.
This warranty does not extend in any case to the differences presented in its use due to the particular characteristics of the USER.
In no event shall this warranty extend to repair defects or anomalies present the Portal in the event that it was used in different mode indicated by Talgo, or in a manner contrary or object other than that indicated in the Item of the contract herein, and in case of any modification, adaptation or manipulation of the Portal, by people outside.
Neither these warranty obligations shall extend to those incidents that happened by force majeure or incorrect or improper use, maintenance or use of the aforementioned Portal will extend; or their involvement by viruses that would damage this Portal after installing it for the user; or it shall imply any obligation to adapt the Portal to sectorial changesby TALGO if occurred in the area of activity of the USER.
The warranties set forth above in this clause are the only TALGO will be responsible for, regarding its obligations under this Agreement, expressly agreeing that TALGO assumes no other obligation of warranty, express or implied, arising from the license or assignment of Portal use of the same object or obligations through such.
In particular, and not being the following list limited to, the warranty obligations outlined above shall not imply that TALGO will answer to the adequacy and compliance of the Portal whose use is licensed to the specific purpose that the USER wished, or any other warranty arising from operations through the Portal, its conclusion or implementation, or shall respond that the Portal is completely free of errors.
In any case, even if by any judicial or extrajudicial firm resolution or as a result of any decision adopted after any claim, lawsuit or proceeding, TALGO would be liable to the USER for any damages that the same will whatsoever is declared incurred as a result of using the Portal or licensed under this agreement or any other of its obligations thereunder, the user expressly acknowledges and so declares, that the responsibility for TALGO by reason of such facts shall be limited in all cases to 10% of the total quantity that it has received from the USER for any concept in consideration of the rights acquired by him to the middle of this Agreement.
FIFTH.- Intellectual and Industrial Property.
The USER expressly acknowledges and accepts that TALGO or suppliers thereof are who derives his right are holders and exclusive freehold worldwide owners (without hereby agreement any assignment occurs thereon) of all rights and title, including but not limiting to exploitation, which fall or may fall on the Portal whose use is subject to this Agreement and any translation, transformation or adaptation thereof, and the trade name of Portal and logos and / or trademarks represented or described in the Integrated Portal and rights with identical content could be borne by the documentation or any other susceptible support be given to the USER as a result of this contract.
The USER expressly recognizes that the Portal is licensed by Talgo exclusively for its use in the manner provided by this Agreement, such USER not being in any way authorized to:
a) make copies, reproduce, transmit to another system, modify, translate, adapt, arrange, or make any other transformation of the Portal; perform maintenance or error correction, tasks, sale, rental or loan them, forcing the USER to not assign its partial or total use in any form not convey any rights to acquire thereon in under this Agreement; and to not divulge, publish, or put it in any way and in any form available to other persons, except for employees of the USER which they would be authorized for use, including, without this list being limited to, the dissemination through any printing systems, CD-ROM, or any other electronic means; and provide remote access to the Software or any service on-line through it.
b) Carry out any modification, addition or improvement of the Portal or its components.
c) Attempt to decompile, defragment or remove any algorithms or sequences of the Portal; or get the source code thereof by any means.
d) Create any work or program based on, or derived from any of the contents of the Portal; or plagiarize, copy or which is identical to that of the Portal or any of its contents functionalities.
The Portal, the copies thereof, and source code, are the sole and exclusive property of Talgo or those of its right results. The USER expressly agrees not to reproduce and include the copyright, the name of the Portal, its logo and other distinctive and representative sign of exclusive ownership of TALGO or its suppliers on the Portal, its copies and adaptations, as well as not withdraw in any case such signs and hallmarks of the aforementioned Portal, as well as documentation provided along with the Portal.
The USER must, in any case, consider the Portal and the documents accompanying (hereinafter, the "Confidential Information"), as information provided with confidentiality and foreign ownership. The USER in no case is authorized to publish, disclose or disseminate in any form such Confidential Information to any third party, or use it for their own benefit or that of any third party.
In any case, will be obligations of USER, and he should observe the following:
a) Granting such Confidential Information at least the same protection and give it the same level of security that it grants the confidential property details, and act in all cases regarding the same at least with the diligence of a prudent businessman.
b) Keep such Confidential Information in a safe place and with proper guarantees and duly regulate access.
c) Allow access to such Confidential Information only if it was strictly necessary and only to that part of their staff, (hereinafter "Authorized Personnel"), who before obtaining such access is been informed about confidentiality and foreign ownership of that Confidential Information and TALGO rights thereon.
The following information will not be deemed Confidential:
a) Whether is or has become in the public domain.
b) Has been totally and entirely developed by the USER.
c) The USER is forced to reveal or disclose by operation of law or by order of a competent authority for it, in which case it must act with the utmost diligence and care for such disclosure to those ends as may be absolutely necessary, and are strictly required under the circumstances, and to ensure, as far as possible, the confidentiality of that information.
Meanwhile, TALGO is committed to a reserved and confidential treatment to all information that could be obtained from the USER and pursue its custody and nondisclosure by their staff, except with the express written consent by the USER. This obligation shall remain in force even if the Agreement has been completed or has been canceled.
SIXTH.- Portal usage.
The USER agrees that the access and information processing of TALGO accessible through the PORTAL, is limited to those contents that relate exclusively to his contractual status with TALGO, such as contracts, delivery schedules, orders, delivery orders, accessible documents and necessary for manufacturing the ordered materials, sheets quality assurance The information should be downloaded from PORTAL specifically for -USER by the planned actions for this in the manuals and instructions supplied by TALGO and only for the USER internal use.
In any case, the information that is accessed from the Portal, will have the status of Confidential Information, forcing the USER to hold harmless and indemnify TALGO of the consequences that would generate an inappropriate use of it.
This PORTAL is merely an informative bond between the USER and TALGO, its content is not binding for TALGO and/or the USER, without modifying or altering in any way the engagements achieved by both parties. The contractual relation between TALGO and the USER will be governed and construed by the normal Purchasing and orders system carried out in paper so that this PORTAL will be exclusively a support tool in order to check the orders and invoices states. The information located in this PORTAL will in any case prevail over the engagements achieved between both Parties registered in paper and properly signed.
This PORTAL is determined by the continuous improvements which TALGO will introduce, because of that in no event will TALGO be liable for: (i) the continuity of this PORTAL, (ii) changes periodically made to the information on this website, (iii) information non corresponding with the exactly situation of the invoice or the order, (iv) potential failures of this PORTAL, (v) existence of virus or other damaging elements, and (v) the damages or failures which may appear from a non appropriate use of this PORTAL on the USER'S side. Therefore, it is the USER'S duty to check all the information with the means provided by TALGO in papers appropriately signed.
THE USER must designate within his organization those persons deemed as necessary to become a registered user of the PORTAL and notify TALGO. These users will be registered under the responsibility of the USER that the information provided in relation to registration is accurate and authentic.
SEVENTH. Resolution of the AGREEMENT.
The breach of any of the USER’S obligations governed by this AGREEMENT, will grant TALGO the right to terminate it automatically, without prejudice to the right to claim the appropriate damages that such breach would have generated.
See specific causes of termination of the Agreement:
- The death or disability of individual USER or extinction (or transformation) of the USER Society legal status.
- Either Party may terminate the AGREEMENT, in the event of default by the other party to the contract obligations, by informing in writing with a notice of (15) days.
- Any other cause for the termination expressly stated in the Agreement.
Once the Agreement purpose is fulfilled or in the course of its resolution, the USER is obliged to return all information owned by TALGO, without the option of keeping any copy thereof, without prejudice to the uninstalling obligation contained in the Clause Three of this Agreement.
EIGHTH. - Access to personal data.
The Parties hereby expressly acknowledge that the use of this Portal does not involve access to personal data contained in the files of Talgo. In the event that such access occurs accidentally, the USER undertakes to keep the confidentiality around it.
Notwithstanding the foregoing, the Parties agree to execute any documents required to regulate the hypothetical accesses which may occur in the terms stipulated in the Law on Protection of Personal Data.
In any case, the USER will be fully responsible for access and / or processing of personal data performed by his staff, employees and / or subcontractors, undertaking to indemnify and hold TALGO harmless, for any damage, loss, expense (including, without limitation, attorneys' fees) liability, penalties or fines arising from any court order that could be incurred by breach of obligations and warranties set forth in this clause or the regulations on protection of personal data..
USER personal data ownership: In compliance with Organic Law on Protection of Personal Data, TALGO hereby notifies that all personal data provided shall be incorporated in the automated file owned by TALGO for the purpose of communicating with you and sending information on the activities, products and services offered by TALGO. Such file shall be duly registered with the Spanish Data Protection Agency, ensured by TALGO, which has taken and will take the necessary technical, organizational and structural measures required by current legislation, specifically in Law 15/1999, December 13 , Protection of Personal Data, and in the implementing regulations approved by Royal Decree 1720/2007 of 21 December.
We inform you that you may exercise your rights of access, rectification, cancellation and opposition by means of a writing request to PATENTES TALGO, S.L.U. Department of Information Systems Paseo del Tren TALGO, número 2, Las Matas, CP 28290 (Madrid), attaching in both cases a photocopy of your ID or corresponding identification document including in the reference "Protection of Personal Data".
THE SUPPLIER-USER shall commit to inform third parties about the personal data TALGO may have access to -for example, its staff-, contents included in thus clause. It is required to inform third parties about the existences of personal files, about the data processing functions and the possibility of exciting its rights directly before TALGO.