The Telefónica IoT Partner Portal accessible at https://partners.m2m.telefonica.com/partners/login (the “IoT Partner Portal”) is maintained by TELEFÓNICA DIGITAL. These IoT Partner Portal Terms and Conditions (the “IoT Partner Portal Terms”) govern the access and use of the IoT Partner Portal in connection with participation in the IoT Partner Programme by organizations and entities whose request for access to the IoT Partner Portal has been confirmed in writing by Telefónica Digital (“Partners”). By submitting your request, you agree and accept to be bound by these IoT Partner Portal Terms.
Purpose
The IoT Partner 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 Partner Programme, as determined by Telefónica Digital.
Definitions
“Affiliate” means with respect to Telefónica Digital any entity (i) which is directly or indirectly controlling Telefónica Digital; (ii) which is under the same direct or indirect ownership or control as Telefónica Digital; or (iii) which is directly or indirectly controlled by Telefónica Digital. For these purposes, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting securities, by representation on the board of directors, management committee or similar governing body, by contract or otherwise.

“Bundled Partner Services” means the value-added services provided by a Distribution Authorised Partner under such partner’s own label, brand, and marks, which uses or is otherwise combined with the Telefónica M2M Services.

“Distribution Authorised Partner” means partner of the IoT Partner Programme that is authorised by Telefónica Digital to distribute Bundled Partner Services to certain other categories of Partners with authority to resell (as determined by Telefónica Digital), as they are from time to time identified on the IoT Partner Portal or as otherwise provided by Telefónica Digital.

“IoT Partner Programme” means the Telefónica Digital programme designed to promote, reward, and support the resale of Telefónica M2M Services as part of the Bundled Partner Services.

“Partner”, “You” or “your” means the company that has submitted a request for access to the IoT Partner Portal and any representative of Partner that accepts these IoT Partner Portal Terms on behalf of the Partner.

“Telefónica Digital”, “we”, “us”, “our”, and similar means TELEFÓNICA DIGITAL ESPAÑA, S.L.U., a Spanish company with CIF 83188953 and corporate address in Madrid, Gran Vía, 28, 28013 Madrid, and any of its Affiliates as the context requires.

“Telefónica M2M Services” means the machine-to-machine communications services provided by Telefónica Digital or an Affiliate pursuant to a separate services agreement, as more fully described in such separate services agreement.
Additional Terms
These IoT Partner Portal Terms include any other specific terms and conditions to be accepted by the Partner before accessing and using certain functionalities of the IoT Partner Portal, including without limitation the Legal Notice and Privacy Policy. Any reference to the term “IoT Partner Portal Terms” hereunder shall be deemed to include any other specific terms included in the IoT Partner Portal.
Changes
Telefónica Digital reserves the right to change, modify or update these IoT Partner Portal Terms, including without limitation the business policies and practices associated with the use of the IoT Partner Portal, the functionalities, tools, content and information contained in the IoT Partner 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 Partner Portal is your agreement to be bound by such changes. In addition, Telefónica Digital reserves the right to terminate your access to the IoT Partner Portal, or to cease operation of the IoT Partner Portal, in whole or in part, at any time, without notice and with or without cause. Termination of use of the IoT Partner Portal will not relieve you of the obligations under the IoT Partner Portal Terms that you assumed by using the IoT Partner Portal. You agree further as follows:
Account ID and Passwords
1. Once your registration has been confirmed, an account ID and a password will be provided to you authorising you, and only you, to use IoT Partner Portal. Please do not make your password available to others. Anyone besides you who is interested must register separately and request his own account ID and password. You will be responsible for all activities under your account ID and password, so the security of your account ID and password must be maintained. Telefónica Digital reserves the right to change your account ID and password at any time at its sole discretion and shall notify you of this change as soon as reasonably practicable. If your account ID or password becomes known to any other unauthorised user, you must inform Telefónica Digital immediately. Telefónica Digital shall have no liability whatsoever for any unauthorised use of misplaced, lost or stolen account ID or passwords.

2. Informational data, materials and any content (including text, photographs, graphics, images, icons, software, links and other audio-visual and graphic design and source code) available on the IoT Partner Portal (“Portal Material”) may only be downloaded and used by Portal Partners for internal purposes and may not be shared or disclosed to third parties except with Telefonica Digital’s prior written permission.
Your Information
3. As part of the registration process or otherwise during the course of your use of the IoT Partner Portal, you have provided or will provide certain data related to your organization (“Your Information”) including your organization’s name, contact information, company trade names, trademarks, logos, company web site URLs (“Partner Marks”) and certain other information about your business which Telefónica Digital will store in your company profile within the IoT Partner Portal which will form a part of Telefónica Digital’s catalogue of partners under the IoT Partner Programme. Your Information will be processed with the purpose of participating in the IoT Partner Programme and/or facilitating your use of the IoT Partner Portal. In particular, all data acquired in this context, including any updates made by you to your company profile following the registration process will be collected for using the IoT Partner Portal, promoting you as a Partner on the IoT Partner Portal and in other Telefónica Digital marketing materials, in order to facilitate lead sharing and teaming opportunities, and to provide access to market, technology and partner information through the IoT Partner Programme. You agree that Your Information may be accessible by users of our public facing web site according to partner name, partner solution or other search criteria.

4. Telefónica Digital has technical and organizational measures in place to protect against the loss, misuse, alteration, unauthorised access to Your Information.

5. In addition, in the course of your use of the IoT Partner Portal, you may from time to time provide certain deal related information (“Deal Related Information”). Such Deal Related Information will be collected and used by Telefónica Digital for the purpose of supporting and improving the tools and incentives made available to you on the IoT Partner Portal.

6. You represent and warrant that all information submitted by you to us via or in connection with the IoT Partner Portal is truthful, complete, accurate and not misleading, that you are free to supply such information to us and that we may use such information without restriction in providing and carrying out the IoT Partner Portal and all related functionalities, services, tools, incentives, and other features. You agree to cooperate with Telefónica Digital’s requests to supplement such information as needed. If the information you have submitted changes at any time, it is your responsibility to update such information on the IoT Partner Portal or by providing notice to Telefónica Digital.

7. You acknowledge and agree that, Telefónica Digital may use Your Information, once this information is anonymized, ensuring that anonymized information does not include any identified or identifiable information according to the relevant Data Protection Regulations, for the exclusive purpose of analysing such information through their Business Intelligence units, both by Telefónica Digital or any entity within Telefónica Group, in order to manage and create knowledge, designing business strategy and identifying actions, strengths and weakness of the business.

8. You grant us the non-exclusive right to utilize the information you provide on the IoT Partner Portal for the purposes stated herein and further consent to the disclosure by Telefónica Digital of such information to Telefónica Digital’s affiliates, contractors and agents for the purpose of fulfilling the IoT Partner Programme.

9. These IoT Partner Portal Terms do not authorise the distribution or resale of Telefónica M2M Services or Bundled Partner Services, or entitle you to receive any incentives, discounts or other promotions under the IoT Partner Programme or otherwise. Any such distribution or resale by Partner and any eligibility of Partner to receive incentives, discounts or other shall be pursuant to the conditions and limitations of the IoT Partner Programme and subject to separate agreement(s) between Partner and a Distribution Authorised Partner, or Partner and Telefónica Digital and its Affiliates. These IoT Partner Portal Terms shall not in any way be construed to impose any duty or liability on Telefónica Digital toward Partner in respect of any obligations owed to Partner under such separate agreements.

10. You acknowledge that as between the parties Telefónica Digital and its Affiliates own, retain, and reserve all copyrights and other proprietary rights in the IoT Partner Programme, the IoT Partner Portal (including all Portal Materials), and all Telefónica M2M Services, including the service marks, trademarks, and trade names used by Telefónica Digital and its Affiliates in connection therewith (“Telefónica Marks”). Nothing in these IoT Partner Portal Terms grants Partner the right to use any Telefónica Mark or any service mark, trademark, or trade name that is confusingly similar to or a colourable imitation of any Telefónica Marks. Partner will not incorporate the Telefónica Marks into any service mark, trademark, or trade name used or developed by Partner. You agree that you will not at any time assert or claim any interest in or do anything that may directly or indirectly contest, dispute, impair or otherwise adversely affect the validity or enforceability of the Telefónica Marks. Additionally, all trademarks, trade names or logos of any kind that appear on the IoT Partner Portal are the property of Telefónica Digital or others who have authorised to Telefónica Digital inclusion and use on the IoT Partner Portal. All intellectual property rights of the IoT Partner Programme, IoT Partner Portal, Portal Materials and Telefónica M2M Services are legally reserved and access to the and its use by you must not be regarded in any way as conferring any license or right under any asset which ownership belongs to Telefónica Digital or third parties. The reproduction in whole or part of them in any form, and the sale, transfer, lease, distribution, public communication, transformation or any other use want to give them, without permission from the rightful owner, is strictly prohibited and will be prosecuted civil and, where appropriate, criminally, in accordance with national laws and applicable international treaties.

11. Ordering tools may be available through the IoT Partner Portal for certain partners of the IoT Partner Programme depending on their applicable partner category and subject to the previous execution of a services agreement with a Telefónica Digital Affiliate for the purchase of Telefónica M2M Services. In relation to any orders for Telefónica M2M Services made by a Partner via the IoT Partner Portal, you acknowledge and agree that any order placed will be binding on you and that the terms and conditions of the services agreement between you and the applicable Telefónica Digital Affiliate shall apply to the supply of such Telefónica M2M Services, together with the specific ordering terms and conditions set forth on the IoT Partner Portal at the time of order.

12. Partner understands that notwithstanding the use of the term "partner", these IoT Partner Portal Terms and the use of the IoT Partner Portal in no way creates a partnership, joint venture or alliance between the Portal Partner and Telefónica Digital or any Telefónica Digital Affiliate. Partner will not have, and will not represent that it has any power, right or authority to bind Telefónica Digital or any Telefónica Digital Affiliate, or to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of Telefónica Digital or any Telefónica Digital Affiliate.
Verification
13. Telefónica Digital reserves the right to request information from Partner to confirm that Partner is fulfilling the conditions and requirements of these IoT Partner Portal Terms. Partner agrees to reasonably cooperate with Telefónica Digital on all such inquiries, and to provide Telefónica Digital 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 Partner Portal, IoT Partner Programme, Portal Materials, or Telefónica M2M Services, which you obtain or receive in connection with your use of the IoT Partner Portal, and in entering into or performing these IoT Partner Portal Terms, including these IoT Partner 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 Partner Portal Terms and shall continue until any exception included in this section applies. These IoT Partner Portal Terms do not supersede, rather they augment, any and all responsibility for confidentiality between Telefónica Digital 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 Telefónica Digital’s request, defend Telefónica Digital 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 Partner Portal Terms.
Limitation of Liability
16. TO THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, TELEFÓNICA DIGITAL AND ITS AFFILIATES SHALL HAVE NO LIABILITY UNDER THESE IoT PARTNER PORTAL TERMS OR OTHERWISE FOR ANY DAMAGES (INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA), EVEN IF TELEFÓNICA DIGITAL HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES.
Disclaimers
17. TELEFÓNICA DIGITAL DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE IoT PARTNER PORTAL, THE IoT PARTNER PROGRAMME AND ALL TELEFÓNICA M2M SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. Telefónica Digital expressly disclaims any warranty with regard to the IoT Partner Programme, all Telefónica M2M Services, any functionality of the IoT Partner Portal, of any Portal Materials or of the IoT Partner Portal itself. You expressly understand and agree that the use of the IoT Partner Portal, its functionalities and any Portal Materials are at your sole risk. To the maximum extent permitted by applicable law, the IoT Partner Portal, its functionalities and any Portal Materials, and if applicable, any services provided under the IoT Partner 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 Partner Portal, its functionalities and/or any Portal Materials will meet your requirements or the use of the IoT Partner 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 Partner Portal, its functionalities and any Portal Materials will meet your expectations, or that defects in the IoT Partner Portal its functionalities and any Portal Materials will be corrected. Telefónica Digital 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. Telefónica Digital 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. Telefónica Digital 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 M2M Services are available within the operating range of the applicable network and that any network coverage maps provided on the IoT Partner Portal are good faith approximations of outdoor coverage; actual coverage area may vary and Telefónica Digital 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 Partner Portal Terms and Conditions
18. These IoT Partner 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 Partner 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 Telefónica Digital to you under these IoT Partner Portal Terms will be provided to you via the email address provided by you to Telefónica Digital in the registration process you followed to be a Partner or in any updated email address you provide Telefónica Digital. 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 Telefónica Digital’s sending of the email, whether or not you actually receive the email.

Notices to Telefónica Digital: for notices to be made by you to Telefónica Digital under this Agreement and for questions regarding these IoT Partner 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 Partner Portal Terms or otherwise transfer any of your rights or obligations, including any credentials, under these IoT Partner Portal Terms, without the prior written consent of Telefónica Digital. Telefónica Digital, upon prior, written notice (including by email) to you and without your consent, may assign or otherwise transfer these IoT Partner Portal Terms to a third party, whether an Affiliate or not. Telefónica Digital may at any time subcontract part or all of its obligations hereunder.