AAPP General Terms and Conditions – 2017 ed.5
Program Terms and Conditions (herein the “Agreement")
As used herein, “You” means the legal person or entity that by its agents or representatives applies for the Alcatel-Lucent Application Partner Program (herein the “AAPP”) membership under this Agreement. “Your” is to be interpreted accordingly. “ALE International” means, a corporation having its principal place of business at 32 avenue Kléber, 92700 Colombes, France or any of its affiliate it may designate in writing.
BY CLICKING THE ACCEPT BUTTON YOU ARE CONSENTING TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE EXIT BUTTON. IF YOU HAVE ANY QUESTIONS ABOUT ANY PART OF THIS AGREEMENT, YOU MAY EITHER : (i) CONTACT ALE International REPRESENTATIVE on http://applicationpartner.alcatel-lucent.com OR (ii) YOU MAY PRINT A COPY OF THIS AGREEMENT FOR THE PURPOSES OF EITHER OBTAINING LEGAL ADVICE FROM YOUR LEGAL COUNSEL OR REVIEWING THIS AGREEMENT PRIOR TO ACCEPTING ITS TERMS.
Article 1 – Membership registration process – Program Participant status.1.1 Once You will have accepted this Agreement as per the terms above, You will have to fill-in a registration form on this web site. Information, details and data provided by You to ALE International via such registration form must be accurate and complete and are provided under Your full and entire responsibility. ALE International reserves the right to further check accuracy of such information. The fact that ALE International proceeds with Your registration, based on Your registration form, does not imply that ALE International acknowledges that such information, details and data were accurate.
1.2 When You register, then, based on the AAPP membership eligibility criteria below (herein the “Eligibility Criteria”), ALE International will notify You, within a reasonable time frame following completion of Your registration, whether Your membership is accepted or rejected. Acceptance of Your membership as Program Participant (either Registered Company or Application Partner) will be notified by ALE International to You in a written document, including email, containing the effective date of such membership as Program Participant (herein the “Effective Date”).
The Eligibility Criteria, which have to be construed as cumulative, are the following:
a) the AAPP program is open to companies willing to develop applications, solutions and their related service offer (herein “Your Application”) on Alcatel-Lucent Platforms and technologies, including certain OEM products running in association with such platforms (herein the “Alcatel-Lucent Platforms”), selected from time to time by ALE International as being supported through the AAPP, and listed on AAPP website;
b) Your Application should add functionalities and/or services to the Alcatel-Lucent Platforms, which are not already existing, as equivalent or similar functionalities and/or services, in the Alcatel-Lucent Enterprise offer;
c) At ALE International’s reasonable opinion your application is able to maximize ALE International market coverage and penetration directly or through its business partners, and to bring significant value to end-users, thanks to its value, quality and geographical commercial availability; and,
d) You must be credit worthy, compliant with the standards set out in sections A through E of the latest version of the Code of Conduct of the Electronic Industry Citizenship Coalition available at http://www.eiccoalition.org/standards/code-of-conduct , and not conduct actions or activities which are, or could be, detrimental to ALE International image and reputation.
1.3 Acceptance of Your membership according to section 1.2 above, grants You, for the Term and the Extended Term (if applicable), as defined below, and subject to the payment of the membership fee, the status of Program Participant
Article 2 - AAPP benefits
2.1 Upon you registration on this web site pursuant to Article 1 above, and subject to the payment of the fees pursuant to Article 4 below, You will get the following advantages and support from ALE International as a Registered Company:
(ii) In order to develop Your Application and render it interoperable with Alcatel-Lucent Enterprise Platforms, You are authorized to order items from the AAPP (e.g., lab platforms, programming interfaces, technical assistance, etc.), and have access to the development tools listed therein.
(iii) You have access to ALE International technical facilities for developing and certifying Your Application.
(iv) When Your Application successfully passes the inter-working tests as described in section 3 below the Inter-working report is made available to ALE International Business Partners on Alcatel-Lucent Enterprise’s web site(s) dedicated to its Business Partners. You can mention and use such Inter-working reports for Your Application promotion.
2.2 As an Application Partner, You will get the benefits granted to a Registered Company, plus the following ones:
(i) Your certified Application is documented on Alcatel-Lucent Enterprise web site(s), through a partner brief which also includes information about Your Company.
(ii) You may be allowed to participate in events organized by Alcatel-Lucent Enterprise teams and open to Application Partners.
(iii) You are identified as an "Application Partner” on AAPP web site and You are allowed to use the corresponding logo, according to the ALE International AAPP logo policy as available on the AAPP web site and updated from time to time by ALE International. Additional joint marketing actions (such as joint press release, brochure, customer case, sales kit etc.) may be mutually agreed upon between ALE International and You on a case by case basis.
Article 3 – Inter-working
3.1 You may request to ALE International to test the inter-working of Your Application with Alcatel-Lucent Enterprise Platforms.
Depending on the development work You perform for the inter-working of Your Application with the Alcatel-Lucent Enterprise Platform, the inter-working tests might be mandatory, for license control and/or intellectual property reasons. In such event ALE International informs You at the time of membership acceptance of such mandatory requirement. Any refusal to pass such test will result in Your exclusion from the AAPP program according to article 5 below.
Upon receipt of Your request for inter-working testing, ALE International will submit to Your approval, a testing environment and a time schedule to run the inter-working tests. The inter-working tests cover only the interworking between Your Application and the Alcatel-Lucent Enterprise Platforms defined for the testing. If the tests are successful, the outcome of the tests is reflected in an Inter-Working Report written by ALE International or by You under the control of ALE International (herein the “Inter-Working Report”). When the tests are successful and the Inter-Working Report released, Your Application becomes a Certified Product (herein the“Certified Product”). Technical issues related to the Inter-Working of Your Application are then considered by Alcatel-Lucent Enterprise Technical support.
3.2 The Inter-Working Report is valid on the Certified Product version for a given version of the Alcatel-Lucent Enterprise Platform until either of those versions is phased-out.
3.3 When You issue a new Major Version of the Certified Product or ALE International issues a new Major Version of the Alcatel-Lucent Enterprise Platforms, You have to request to ALE International to test the inter-working in the new environment, according to paragraph 3.1 above. Major Version shall mean a release of Your Application which brings additional features and/or functionality thereto.
3.4 ALE INTERNATIONAL MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO YOUR APPLICATION OR CERTIFIED PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALE INTERNATIONAL HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY NATURE WHATSOEVER AS TO YOUR APPLICATION INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND ALE INTERNATIONAL FURTHER SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM OR RELATED IN ANY MANNER TO THE INTER-WORKING REPORT. AS A CONSEQUENCE, YOU SHALL INDEMNIFY AND HOLD ALE INTERNATIONAL, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS OR REPRESENTATIVES HARMLESS AGAINST ANY DAMAGES, COSTS, EXPENSES AND LIABILITY WHATSOEVER TO ANY THIRD PARTY FOR ANY CLAIM OR ACTION RELATING TO YOUR APPLICATIONS OR CERTIFIED PRODUCTS.
Article 4 – Membership fees - Payment Terms
4.1 Membership Fees: the amount of the membership fees are mentioned on the AAPP web site. When clicking the accept button as described in the preamble above, You acknowledge You have been informed of such amounts and are accepting to pay the membership fees according to section 4.2 below. Membership fees are not refundable.
4.2 Payment terms. The membership fees for Program Participants (either Registered Company or Application Partner) are payable upfront upon receipt of ALE International’s invoice or pro-forma invoice. If Alcatel-Lucent first issues a pro-forma invoice, ALE International shall issue the corresponding final invoice upon receipt of Your payment.
Prices for ordering items referenced by the AAPP are set forth therein and payment terms for such orders are specified on the AAPP website, as well or, by default, in the ALE International general terms and conditions of sale.
Article 5 – Term and termination
5.1 Your membership under this Agreement as a Program Participant is for the period starting from the Effective Date until December 31st of the then current calendar year (the “Term”). If the Effective Date is after November 1st, Your membership is valid until December 31st of the next calendar year. Unless terminated as provided hereunder, this Agreement will be automatically renewed for successive one-year Terms (each an “Extended Term”), provided payment of membership fees is made before January 31st of the Extended Term. If the membership fees are not paid before January 31st, ALE International will terminate the membership.
If at the time of renewal these terms and conditions have been updated by ALE International the Agreement shall be deemed renewed on the basis of such updated terms and conditions.
5.2 The Agreement may be terminated at any time by either party, subject to a three-month written notice sent to the other party by registered mail with acknowledgement of receipt. Either party shall have the right to terminate this Agreement immediately, without any proceedings or formalities other than a written notice to the other, in the event that the other party fails to perform any of its material obligations under this Agreement and such failure continues for a period of thirty (30) days following the receipt by the defaulting party of written notice of the other party's intent to terminate.
5.3 In case of termination or expiration of this Agreement for whatever reason, You shall (i) cease acting as Program Participant, (ii) refrain from using any logo, sign or description to identify You as a Program Participant, (iii) cease using ALE International trademarks, trade names and logos, and (iv) return to ALE International any Alcatel-Lucent Enterprise materials provided to You under this Agreement. Your licenses to use the programming interfaces, development tools, and any other materials provided by ALE International shall cease, except as to Alcatel-Lucent Enterprise standard products that You would have purchased by the means of the AAPP. ALE International shall be authorized to (i) remove Your company details, Certified Application description, Inter-Working Report, or any other information related to You from any marketing materials, web sites, and documentation and (ii) stop any marketing action which was then current or envisaged or planned.
Article 6 – General Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ALE INTERNATIONAL NOR ANY OF ITS AFFILIATES, PARENT OR SISTER COMPANIES, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE UNDER THIS AGREEMENT, INCLUDING ITS ARTICLE 9 BELOW, FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, LOSS OF PROFITS, INCOME, BUSINESS, ANTICIPATED SAVINGS, REPUTATION AS WELL AS FINANCING COSTS OR INCREASE IN OPERATING COSTS OR OTHER ECONOMIC LOSS ARISING OUT OF THIS AGREEMENT OR ANY TERMINATION THEREOF. IN THE EVENT THE ABOVE LIMITATION OF LIABILITY WOULD NOT BE ENFORCEABLE, THEN ALEINTERNATIONAL’S LIABILITY UNDER THIS AGREEMENT MAY NOT EXCEED THE AMOUNT OF ALL SUMS PAID BY YOU UNDER THIS AGREEMENT DURING THE TERM.
Article 7 – Confidentiality and non-disclosure
Each party agrees to keep confidential the information it receives from the other party during the Term and/or any Extended Term, regardless of the nature thereof (commercial, technical or financial, etc.). Each party must take the measures needed to ensure that this confidentiality obligation is complied with by its employees and by third parties who may use such information or become aware thereof. This obligation shall start from the signature of this Agreement and shall continue for a period of five years after the date of termination of this Agreement.
Article 8 – Trademarks and Trade Name
You are granted no right or license to use any ALE International trademarks except the AAPP logos and the logo library made available by AAPP team and according to AAPP branding guidelines.
From the Effective Date, ALE International shall have the right to use Your marks and logos to identify You as a Program Participant according to Your graphics guide lines that shall be provided to ALE International.
Article 9 – Licensing Terms
9.1 You may as a program participant access to certain software, development tools (SDK), or API (herein the “Alcatel-Lucent Enterprise Materials”), by downloading such materials from this web site, and by ordering by the means of the AAPP, either with no additional charge or subject to a license fee. Subject to the terms and conditions accompanying such materials or set forth on the AAPP website in respect of such Alcatel-Lucent Enterprise Materials, which shall prevail over these terms in case of discrepancy, Your use of the Alcatel-Lucent Enterprise Materials is governed by this Agreement including this Article 9.
9.2 The license on the Alcatel-Lucent Enterprise Materials (i.e.: right of use) is a non-exclusive and nontransferable license to use the Alcatel-Lucent Enterprise Materials in object code or text form, for use up to the licensed number of users, and only on the system for which they were designed, and solely for Development Purpose
and not for redistribution or sublicensing (“License”). In this Agreement “Development Purpose” shall mean the use of the Alcatel-Lucent Enterprise Materials to evaluate or ensure the inter-working of Your Application with the Alcatel-Lucent Enterprise Platforms. The License is granted for the Term of this Agreement, or any other term mentioned for the relevant Alcatel-Lucent Enterprise Materials in the documentation accompanying such materials, or on the AAPP website. You shall (i) not sublicense, transfer, sell or otherwise communicate or make available the Alcatel-Lucent Enterprise Materials to third parties and shall protect and secure them using the same degree of care You use to protect Your own proprietary rights, but in any case not less than reasonable care, (ii) not modify the Alcatel-Lucent Enterprise Materials in whole or in part, except as authorized hereunder for Development Purpose and (iii) not reverse assemble, or decompile the Alcatel-Lucent Enterprise Materials in whole or in part, except as explicitly provided by law. In particular, the use of information elements issued from interfaces of the Alcatel-Lucent Enterprise Platform and Alcatel-Lucent Enterprise Materials not authorized for use through AAPP are prohibited (reverse engineering is not allowed). This License shall in no event be construed as being a sale of intellectual property rights, a sale of a copy of a program, or a transfer of ownership of the rights in the Alcatel-Lucent Enterprise Materials. Notwithstanding the foregoing You may freely use the source code examples provided with the Alcatel-Lucent Enterprise Materials at Your own risks, expenses and liability, and shall indemnify ALE International against any and all claims that may arise from any such use. The source code examples are provided without any warranty of any kind, including noninfringement.
9.3 Within the frame of this Agreement, it is of Your sole and exclusive responsibility to install the Alcatel-Lucent Enterprise Materials, to determine the appropriate end use for the Alcatel-Lucent Enterprise Materials to implement adequate backup procedures to protect You against loss or error resulting from the use of the Alcatel-Lucent Enterprise Materials and to verify any output resulting from such use if You intend to use or rely on such output. You acknowledge that it may be necessary to prepare the environment within which the Alcatel-Lucent Enterprise Materials will be used, including but not limited to parameterization of the devices or computer programs with which the Alcatel-Lucent Enterprise Materials will be used, integrated or interfaced, and follow
the installation rules as provided, if any, by ALE International.
9.4 ALE International may request a reasonable feed-back and information from You on any bugs discovered by You affecting the Alcatel-Lucent Enterprise Materials, and recommended functionality improvements. ALE International may freely use, copy, license, disclose, distribute and exploit any such feed-back in any manner, in connection with the Alcatel-Lucent Enterprise Platforms or any of its technologies or products, without any obligation or restriction whatsoever including those based on intellectual property rights. You shall not provide any feed-back subject to any terms that would impose any obligation or restriction on ALE International. ALE International is under no obligation to make any changes or modifications to the Alcatel-Lucent Enterprise Materials suggested by You. ALE International reserves the right, in its sole discretion and without prior notice, to discontinue or modify the Alcatel-Lucent Enterprise Materials at any time.
9.5 Upon Your request and subject to availability of adequate resources, ALE International may provide You with support services for the use of the Alcatel-Lucent Enterprise Materials in accordance with the prevailing ALE International terms and conditions for such support. In any case, ALE International shall have no obligation to develop or provide error corrections or new releases or versions for the Alcatel-Lucent Enterprise Materials.
9.6 DISCLAIMER. THE Alcatel-Lucent Enterprise MATERIALS ARE LICENSED “AS IS”. ALE INTERNATIONAL MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE Alcatel-Lucent Enterprise MATERIALS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ALE INTERNATIONAL HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF Alcatel-Lucent Enterprise MATERIALS WHETHER MADE BY ALE INTERNATIONAL EMPLOYEES OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY ALE INTERNATIONAL FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF ALE INTERNATIONAL WHATSOEVER. ALE INTERNATIONAL DOES NOT WARRANT THAT THE Alcatel-Lucent Enterprise MATERIALS ARE FREE OF ERRORS, THAT THE Alcatel-Lucent Enterprise MATERIALS WILL MEET YOUR REQUIREMENTS, OR THAT THE USE OF THE Alcatel-Lucent Enterprise MATERIALS WILL BE UNINTERRUPTED.
9.7 Title and all patents, copyright, design rights, trade secrets and other proprietary rights in or related to the Alcatel-Lucent Enterprise Materials are and remain the exclusive property of ALE International and its suppliers. You will not take any action that could affect in any manner ALE International’s proprietary rights in the Alcatel-Lucent Enterprise Materials or acquire any right in the Alcatel-Lucent Enterprise Materials except the rights explicitly granted hereunder, and will not remove or destroy any proprietary trademark or copyright markings or confidentiality legends contained in the Alcatel-Lucent Enterprise Materials. Except for the source code example provided with the ALE International Materials, You acknowledge that the right of redistribution of the derivative work produced by You within the development work performed for the Development Purpose is subject to ALE International’s rights in the Alcatel-Lucent Enterprise Materials and therefore to ALE International’s prior written approval, and as applicable to the payment of licensee fees or royalties.
Article 10 – Assignment
You may not assign this Agreement without ALE International’s prior written consent. ALE International may assign this Agreement in whole or part without Your consent, provided that ALE International notifies You of such assignment.
Article 11 – Applicable law and dispute resolution
This Agreement and all claims or issues regarding its execution or interpretation shall be governed according to the laws of France, to the exclusion of its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded. Any dispute arising out of or concerning this Agreement which dispute cannot be settled amicably shall be resolved definitely and exclusively by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "Rules") by three (3) arbitrators appointed in accordance with the Rules, unless we agree with You on the name of a single arbitrator. The place of arbitration shall be Paris, France. All documentary submissions, presentations, and proceedings shall be in the English language. The arbitral award shall be substantiated in writing. The decision of the arbitral tribunal shall be final and binding, and judgment upon the arbitral award may be entered in any court having jurisdiction thereof. The arbitral tribunal shall assign the costs of arbitration. Notwithstanding the foregoing, ALE International shall, in case of material breach of its obligations by You, have the right to obtain injunctive relief from any court of appropriate jurisdiction.
Article 12 – Entire Agreement
This Agreement shall constitute the agreement between the parties and shall replace and supersede all documents previously exchanged concerning the same subject matter.
Article 13 – Notices
All notices which any of the Parties is required or desires to serve upon the other(s) pursuant to the terms of this Agreement shall, unless otherwise provided for in this Agreement, be in writing and shall be delivered to the following addresses:
To You: at the address set forth in the registration form mentioned in section 1 above.
To ALE International: at the address email@example.com