Registered Partner Terms & Conditions
By submitting your application for registration as a Registered Partner of the Telefónica IoT Partner Programme (“IoT Partner Programme”), you agree and accept to be bound by these Registered Partner Terms and Conditions (“Registered Partner Terms”) which apply as between you and 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 (as defined below) under such partner’s own label, brand, and marks, which uses or is otherwise combined with the Telefónica M2M Services.

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

“IoT Partner Portal” means the password-secured website dedicated to the IoT Partner Programme accessible from Partners Login in http://partners.telefonica.com/.

“Registered Partner”, “You” or “your” means the company that has submitted an application for registration as a Registered Partner of the IoT Partner Programme and any representative of the Registered Partner that accepts these Registered Terms on behalf of the Registered 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.

Becoming a Registered Partner
Becoming a Registered Partner of the IoT Partner Programme enables Registered Partners to drive growth and differentiate their business by extending their capabilities to meet the IoT managed connectivity needs of their customers.

Once you’ve submitted your application for registration, subject to Telefónica Digital’s Registered Partner verification process, you will receive confirmation of acceptance in writing and a Registered Partner ID.

Registered Partner Rules
The following rules apply to Registered Partners:

1. Subject to these Registered Partner Terms, you will be authorized to purchase Bundled Partner Services through a partner of the IoT Partner Programme that is authorized by Telefónica Digital to distribute such services to a Registered Partner, as they are from time to time identified on the IoT Partner Portal or as otherwise provided by Telefónica Digital from time to time (“Distribution Authorised Partners”). Any arrangements between the Registered Partner and a Distribution Authorised Partner with respect to the sale or purchase of Bundled Partner Services will need to be defined in separate, specific agreements between Registered Partner and each Distribution Authorised Partner selected by Registered Partner. Registered Partner acknowledges and accepts that each Distribution Authorised Partner is an independent party who is not empowered to act on behalf of or bind Telefónica Digital in any manner. Therefore, such agreement(s) will be considered executed only between Registered Partner and each Distribution Authorised Partner with which Registered Partner has entered into such agreements. Notwithstanding the foregoing, the Registered Partner understands and acknowledges that certain important conditions and limitations will apply to Registered Partner in connection with its purchase and use of the Bundled Partner Services as set forth below:

a. The Telefónica M2M Services are bundled in the Bundled Partner Service and as such Registered Partner may not purchase, sell or use the Telefónica M2M Services as a standalone service.

b. Registered Partner may not market or sell the Bundled Partner Services as a standalone service but instead must market and sell the Bundled Partner Services only as part of its own value-added services to final end users (“End User”) and only under the service marks, trademarks, and trade names that are owned, controlled, or licensed by Registered Partner.

c. Registered Partner may not bill End Users separately for the Bundled Partner Services, or otherwise show the Bundled Partner Services as a separate item on its price quotes, pricing schedules or its invoices to the End User, but instead must incorporate the cost of the Bundled Partner Services as part of its own value-added services. Registered Partner will solely determine the price of the value-added services it offers to End Users.

d. Registered Partner will not enter, directly or indirectly, into any agreement or other arrangement with a third party that gives the third party any rights to purchase Bundled Partner Services, or its own value-add services which incorporate the Bundled Partner Services, for distribution or resale to other parties, except as expressly permitted by Telefónica Digital.

e. Telefónica Digital reserve the right to suspend or terminate the Telefónica M2M Services provided to a Distribution Authorised Partner which are incorporated into the Bundled Partner Services in the event of any misuse or misconduct by the Registered Partner and/or End User.

f. Registered Partner will not include in the IoT Partner Portal any reference to names or any other information of End Users, companies or third parties without their prior written authorization. Whatever information from third parties published by Registered Partner in the IoT Partner Portal should be accurate and not misleading.

2. As a Registered Partner you may be granted a password to access the IoT Partner Portal, subject to your acceptance and compliance with the terms and conditions for access to the IoT Partner Portal (“IoT Partner Portal Terms”), where you may access the following tools and information, as more fully described and/or defined on the IoT Partner Portal, and as may be changed or updated from time to time:

a. Information on Incentive Programs and Promotions for which Registered Partner may be eligible to apply through the Deal Registration Tool;

b. Access to view the Global Price List, Roaming Coverage Maps, Global Radio Frequency Coverage Maps and Simulation Tool through the Pricing Centre;

c. Identification as a “Registered Partner” in your geography under the IoT Partner Programme through inclusion in the Global Partner Locator Tool;

d. Opportunities to achieve Certification Careers allowing Registered Partner to access different levels of participation in the Programme, subject to separate agreement(s) with Telefónica Digital and/or its Affiliates;

e. Registration of Registered Partner’s Registered Solution (as defined in section 19) through inclusion in the Solution Registration Tool; and

f. Pricing, network, and other updates related to the IoT Partner Programme through the Announcements.

3. Registered Partner understands and agrees that any incentives, discounts or other promotions under the IoT Partner Programme may only be accessed by Registered Partner in connection with the purchase of Bundled Partner Services pursuant to and subject to the terms of the specific agreement(s) between the Registered Partner and a Distribution Authorised Partner, as described in section 1 above.

Changes
4. Telefónica Digital may, in its sole discretion, modify or change these Registered Partner Terms, or modify or terminate the IoT Partner Programme, in whole or in part, including without limitation any benefit, condition or requirement applicable to Registered Partner. Any such change will be effective upon written notice to Registered Partner and shall be deemed to modify and supplement these Registered Programme Terms as applicable. If Registered Partner is not satisfied with any such change, Registered Partner’s only recourse will be to terminate these Registered Partner Terms under the section on Term and Termination below.

Term and Termination
5. These Registered Partner Terms shall become effective when accepted by Registered Partner upon submitting its application for registration, and shall continue in effect for one (1) year from the acceptance date, automatically renewing thereafter for additional one (1) year terms unless earlier terminated in accordance with this section. Registered Partner acknowledges that it shall not rely on these Registered Partner Terms being extended or renewed. Furthermore, both parties shall have the right to terminate these Registered Partner Terms at any time with or without cause by written notice. NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY NATURE ARISING FROM THE EXPIRATION OR TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Registered Partner Information
6. As part of the registration process or otherwise during the course of these Registered Partner Terms, 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 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 as a Registered Partner. 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 and used for the purpose of promoting you as a Registered 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.

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

8. In addition, in the course of these Registered Partner Terms, 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 or otherwise in connection with the IoT Partner Programme.

9. You represent and warrant that all information submitted by you to us via or in connection with the IoT Partner Programme 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 Programme, 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.

10. 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.

11. You grant us the non-exclusive right to utilize the information you provide 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.

Intellectual Property
12. 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, 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 Terms grants Registered Partner the right to use any Telefónica Marks or any service mark, trademark, or trade name that is confusingly similar to or a colourable imitation of any Telefónica Marks. Registered Partner will not incorporate the Telefónica Marks into any service mark, trademark, or trade name used or developed by Registered 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. All intellectual property rights of the IoT Partner Programme and Telefónica M2M Services are legally reserved and access to them 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.

Verification
13. Telefónica Digital reserves the right to request information from Registered Partner to confirm that Registered Partner is fulfilling the conditions and requirements of these Registered Partner Terms. Registered 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 Programme or Telefónica M2M Services, which you obtain or receive in connection with the IoT Partner Programme and in entering into or performing these Registered Partner Terms, including these Registered Partner 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 Registered Partner Terms and shall continue until any exception included in this section applies. These Registered Partner Terms do not supersede, rather they augment, any and all responsibility for confidentiality between Telefónica Digital and Registered Partner in any non-disclosure agreements or other agreements setting forth your confidentiality obligations signed between the parties.

Indemnification
15. Registered 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 Registered Partner, its employees, and agents in connection with these Registered Partner Terms.

Limitation of Liability
16. TO THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, TELEFÓNICA DIGITAL SHALL HAVE NO LIABILITY UNDER THESE REGISTERED PARTNER TERMS OR OTHERWISE FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION 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. TELEFÓNICA DIGITAL DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE IoT PARTNER PROGRAMME AND ALL TELEFÓNICA M2M SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, these Registered Partner Terms shall not in any way be construed to impose any duty or liability on Telefónica Digital toward Registered Partner in respect of any obligations owed to Registered Partner under its agreement(s) with a Distribution Authorised Partner.

Additional Terms and Conditions
17. Partner will adhere to 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.

18. These Registered Partner 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 Terms shall be submitted to the courts and tribunals of the city of Madrid.

19. Registered Partner shall comply with all applicable federal, state, local and foreign laws, and regulations, including, but not limited to all export laws, restrictions and regulations. In addition, in connection with any Registered Partner product, service or solution registered on the Partner Portal (“Registered Solution”), Partner will ensure that such Registered Solution meets Telefonica Digital’s device behaviour requirements established from time to time and described on the Document Centre in the Partner Portal (Programme Information\Technical Information\Devices); and complies at all times with applicable requirements and technical specifications as imposed by any applicable governmental authority.

20. Notices to you: except as otherwise set forth herein, notices made by Telefónica Digital to you under these Registered Programme 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 Registered 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 Registered Partner Terms, you may contact us through info.partners.m2m@telefonica.com.

21. You may not assign these Registered Partner Terms or otherwise transfer any of your rights or obligations, under these 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 Terms to a third party, whether an Affiliate or not. Telefónica Digital may at any time subcontract part or all of its obligations hereunder.

22. Registered Partner understands that notwithstanding the use of the term "partner", these Registered Partner Terms and Registered Partner’s participation in the IoT Partner Programme under these Registered Partner Terms in no way creates a partnership, joint venture or alliance between the Registered Partner and Telefónica Digital or any Telefónica Digital Affiliate. Registered 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.