These terms of the SMARTLINK Data Monitoring Program for Distributor (the "Distributor Terms") apply to Connected Devices and your use of the Services. These Terms may be included or be complimentary to any other applicable terms, quotes, purchase orders, service or sales contract issued by Atlas Copco. Any additional or conflicting terms in your request for proposal, specifications, purchase order or any other written or oral communication are not binding on Atlas Copco unless separately signed by Atlas Copco. Atlas Copco's failure to object to Your additional or conflicting terms does not operate as a waiver of the terms contained in this Agreement.
You acknowledge and accept the Distributor Terms to apply to this Agreement. You are allowed to offer to Customer the Services in accordance with these Terms. Any offer to Customer shall be made subject to the Terms of the SMARTLINK Data Monitoring Program for Customer ("Customer Terms"), which terms You hereby acknowledge and accept. The Customer Terms are thus incorporated herein. In case of conflict between the Distributor Terms and the Customer Terms, the Distributor Terms shall prevail. You are solely responsible for incorporating the Customer Terms in the agreement between You and Customer in relation to the provision of the Services. Customer Terms are located at https://smartlink.atlascopco.com/policies/legal-notice/.
3.1 We may grant You access to the Platform upon creation of an Account. Personal Data required to create an Account shall be treated in accordance with article 3.3 of Customer Terms. Following the initial registration of an Account, You will have the ability to access the Platform and use the Services in conjunction with Connected Devices solely for the purpose of Your Customer business activity. Access to the "SMARTLINK Uptime", "SMARTLINK Energy" and "SMARTLINK SPM" requires in addition the purchase of a license.
3.2. You will comply with article 3.4 of the Customer Terms in relation to your Account and accept the applicability of article 3.5 and 3.6 of the Customer Terms to your Account.
4.1 The Services, Platform and Software constitute or otherwise involve valuable intellectual property rights of Atlas Copco and all right, title and interest in and to the foregoing shall be owned by Atlas Copco. All rights not expressly granted by Us to You under these Customer Terms are reserved by Us. Nothing in these Distributor Terms constitutes a waiver of Our intellectual property rights under any law.
4.2 Subject to Your compliance to these Distributor Terms, We grant You a limited, non-exclusive, non-transferable, recoverable license to our intellectual property rights to use the Platform and Software for receiving the Services and providing these to Your Customer.
4.3 We may suspend or terminate licenses upon suspension or termination of the Services, such as in case of non-payment of license fees, or in the event of an infringement of the Distributor Terms by You or Your Customer. We may terminate your license and the Services if You cease to be an authorised distributor of the Atlas Copco Group.
5.1 You agree that you shall, prior to any registration or promptly thereafter, inform Your Customer of any Connected Device to be or being registered by You or under your Account. You shall also provide the Customer the opportunity to receive the Services under the Customer Terms.
5.2 You agree not to activate "SMARTLINK Uptime", "SMARTLINK Energy" and "SMARTLINK SPM" without having sold corresponding licenses to Customer.
5.3 You agree not to use the Data for other purposes than to provide the Services to Customer. You agree not to share the Data to any third party. Data may be shared with Us and when enforced by law. In the latter event, You will notify us promptly.
5.4 You accept to be bound by materially the same undertakings as those of Atlas Copco and as specified in the Customer Terms including those related to confidentiality, integrity and security of Data.
5.5 If Customer wants to opt out of automatically generated collection of Data per article 5.1 of the Customer Terms, such can be done by simple request to Us. You are not allowed to cut wires or disconnect cables as such will not prevent connection attempts being made by the Connected Device which generates unnecessary costs. You are fully responsible for any costs related to the unauthorised cutting of wires or disconnecting of cables.
5.6 You accept to be bound yourself by the obligations and restrictions stipulated in article 9.1, 9.2 and 9.3 of the Customer Terms.
We shall not use Your Customer information to actively approach Your Customer for providing service, maintenance, selling spare parts or equipment for as long as You are an official distributor of the Atlas Copco Group. This however does not prevent Us of responding to Customer requests.
7.1 In no event, will Atlas Copco be liable (whether in contract, tort, negligence, statute or otherwise) for any incidental, special, indirect or consequential damages or loss of profits or revenue, loss of data, business interruption, or loss of goodwill, in each case arising out of this Agreement, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Atlas Copco has been advised of the possibility of such damages.
7.2 You accept that Atlas Copco's total liability to You and Your Customer combined shall be limited in accordance with article 13.2 of the Customer Terms.
7.3 The limitations will not apply to the extent prohibited by law.
You accept to be bound by all other terms as stipulated in the Customer Terms, such as but not limited to warranty, term and termination, force majeure and general.