Please read these terms of use (“Terms”) carefully before using the Partner Portal (“Portal”) of CoSoSys SRL and its Affiliates (collectively “CoSoSys”). Affiliates, as used herein, shall mean any firm, person or entity controlling, controlled by or under common control with CoSoSys .The Portal is for the use and advantage of CoSoSys’s partners (“You”). By accessing or using this Portal, You acknowledge that You have read, understood and agree to be bound by these Terms, all applicable laws and regulations, CoSoSys Privacy Policy available here, CoSoSys Partner Program Guide, available here. In addition, when accessing the Portal, You shall be subject to any posted guidelines, or rules applicable to the Portal which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. CoSoSys may change or update the Terms, including the policies, guides or guidelines referenced herein, from time to time in its sole discretion without notice. Your continued use of the Portal shall be deemed acceptances of such changes or updates. Access to the Portal is granted at CoSoSys’s sole discretion and may be revoked at any time.
Access to the Portal is determined by CoSoSys at its sole discretion and CoSoSys may temporarily suspend or permanently revoke Your access to the Portal for any reason, with or without notice, at any time. You are granted access credentials by CoSoSys and you are solely and exclusively responsible for safekeeping the credentials in a manner that does not permit any unauthorized access to the Portal.
The Portal will contain features that are interactive and may contain comments sections, discussion forums, in which You may post or upload user-generated content, comments, suggestions, insights, contact details, messages, other materials or items (collectively, “User Content”). You are solely responsible for Your use of any Input Sections and You use them at Your own risk.
By submitting any User Content or participating in an Input Section, You agree that You will not upload, post or otherwise transmit any User Content that (a) violates or infringes in any way upon the rights of others, including any statements which may harm others; (b) You know to be false, misleading or inaccurate; (c) contain a virus or other harmful or disruptive component. (c) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right. It is Your exclusive responsibility to determine that any User Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right. In addition, when such User Content includes any information that can be used to identify a person (“Personal Data”), You warrant that you have obtained all the necessary authorizations or required consents, in accordance with the applicable law in the field of the protection of Personal Data. You are solely responsible for the accuracy, quality, integrity, and legality of the User Content.
You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission.
The following features are available and permitted for You to use on the Portal:
You may not:
Unless otherwise concluded in a separate agreement, neither these Terms nor Your participation in the Partner Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement, and Your employees, agents, or representatives of shall not be deemed to be employees, agents, or representatives of the CoSoSys and vice-versa.
You agree and acknowledge that any and all the Resources supplied to You by CoSoSys through the Portal shall constitute confidential and proprietary information and shall remain the exclusive property of CoSoSys and except as set in these Terms, no right or license to the Resources or derivatives thereof, either express or implied, under any patent, copyright, trademark, trade secret, know-how or other intellectual property right is granted hereunder.
You shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Resources.
You shall not use any trade name, service mark or trademark of CoSoSys or refer to CoSoSys in any promotional activity or material without first obtaining the prior written consent of the CoSoSys.
Notwithstanding the foregoing, You may choose to submit Feedback to CoSoSys. CoSoSys may, in connection with any of the CoSoSys’ products or services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered proprietary or Confidential Information, and nothing in these Terms limits CoSoSys’ right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. “Feedback” means comments, questions, ideas, suggestions or other feedback relating to any of the CoSoSys products, Resources, support or any additional services.
CoSoSys makes available to You Resources and other information for the purpose of helping You to achieve Your revenue goals and grow Your business to the mutual benefits of You and CoSoSys (Purpose).
All the Resources and information contained in the Portal regardless if they are marked as confidential and regardless weather supplied by CoSoSys or other Partner (Confidential Information), shall be deemed confidential and You agree that You shall (i) protect such Confidential Information, (ii) hold in strict confidence and not disclose to any third party the Confidential Information, except on a strict need-to-know basis, at all times and notwithstanding termination of Your access to the Portal or termination of the commercial agreement between You and CoSoSys.
You shall prevent unauthorized access to or use of the Portal, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Portal.
You shall promptly notify CoSoSys if You become aware of or reasonably suspect any security breach relating in any way to the Portal, including any loss, theft, or unauthorized disclosure or use of Your username, password, or account.
You may download, copy and use the Resources made available by CoSoSys solely for Purpose and You may disclose the Confidential Information to Your Affiliates, directors, officers, employees, contractors, agents and professional advisors (Representatives) who have a legitimate need to know such Confidential Information in connection with the Purpose and under the conditions that such Representatives are subject to written confidentiality obligations to You that are no less restrictive than those set forth herein. Notwithstanding the foregoing, You shall remain liable for any breach of this Section by Your Representatives. You shall not directly or indirectly issue or release any written publicity, marketing collateral or other public announcement, relating in any way to these Terms, without the prior written approval of CoSoSys.
To the extent that either You make any Personal Data available to CoSoSys, or CoSoSys makes any Personal data available to You, You fully agree to the provisions of the Personal Data Processing Agreement available here.
You are required to comply with all applicable laws and regulations, including anti-bribery, export controls, trade, data protection and privacy, antitrust and competition laws and regulations. You will not take or allow any third party to take any action or engage in any practice that would violate these laws and regulations. Any violation of your compliance obligations, by You or by persons working for You or on Your behalf will constitute the basis for the immediate termination of Your business relationship(s) with CoSoSys.
To the fullest extent permitted by law, You shall indemnify, defend, and hold CoSoSys and its affiliates harmless, and their respective successors and assigns from any claim, demand, cause of action, debt, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from your violation of laws and regulations.
We may change, suspend or discontinue any of our Portal information or Resources.
We don’t guarantee to store or keep showing any User Content that You’ve posted. You agree that we have no obligation to store, maintain or provide You a copy of any content or information that You provide, except to the extent required by applicable law and as noted in our Privacy Policy.
In Your use of the Partner Portal, You agree to act in good faith and will refrain from any communication, statement, acts or omissions that would create a prejudice or harm to the CoSoSys’ image or reputation.
The Portal may contain links to other websites (“linked sites”). The linked sites are not under the control of CoSoSys and CoSoSys is not responsible for the contents of any linked site, including without limitation any link contained in a linked site, or any changes or updates to a linked site. The inclusion of any link does not imply endorsement by CoSoSys of the site or any association with its operators.
Information on the Portal is not promised or guaranteed to be correct, current or complete and the Portal may contain technical inaccuracies or other errors. CoSoSys assumes no responsibility for updating the Portal to keep information current or to ensure the accuracy or completeness of any posted information. You should confirm the accuracy and completeness of all posted information before making any decision related to any services, products or other matters described in the Portal.
UNDER NO CIRCUMSTANCES SHALL COSOSYS, ITS AFFILIATES OR ITS LICENSORS BE LIABLE FOR ANY TYPE OF DAMAGES OR CLAIMS RELATED TO THE PORTAL, INCLUDING BUT NOT LIMITED TO, INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF COSOSYS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. TO THE FULLEST EXTENT PERMITTED BY LAW, COSOSYS’S LIABILITY FOR DIRECT DAMAGES SHALL EITHER BE EXCLUDED, OR, WHERE SUCH EXCLUSION IS NOT PERMITTED BY THE APPLICABLE LAW, THE TOTAL AGGREGATED LIABILITY FOR ALL YOUR CLAIMS IN CONNECTION WITH THESE TERMS SHALL BE LIMITED TO 1000 USD.
THE AFOREMENTIONED EXCLUSIONS OR LIMITATIONS SHALL NOT APPLY TO FRAUD OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED UNDER THE APPLICABLE LAW.
CoSoSys may suspend or interrupt Your access to the Portal in the event of Your use of the Portal: (a) in violation of these Terms or in violation of applicable laws or regulations; (b) your account or the Portal have been compromised or unlawfully accessed; (c) in case of a cybersecurity threat. CoSoSys shall not be liable to You for any such suspension or interruption of the Portal. CoSoSys shall terminate Your access to the Portal in case the commercial relationship between You and CoSoSys is terminated.
The substantive law which will govern the Agreement, excluding private international law rules, is the law of Romania. An action at law hereunder may be brought before the competent courts of Cluj-Napoca, Romania.
If any provision herein is void or unenforceable, the remaining provisions shall remain in full force and effect. You will further agree to replace the invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.